SECOND AMENDMENT TO TERM LOAN AGREEMENT
EXHIBIT 10.2
SECOND AMENDMENT TO TERM LOAN AGREEMENT
THIS SECOND AMENDMENT TO TERM LOAN AGREEMENT (this “Amendment”) made as of this 10th day of July, 2020, by and among XXXXXX VALIDUS MISSION CRITICAL REIT II, INC., a Maryland corporation (“Borrower”), XXXXXX VALIDUS OPERATING PARTNERSHIP II, LP, a Delaware limited partnership (the “CVOP II”), THE ENTITIES LISTED ON THE SIGNATURE PAGES HEREOF AS SUBSIDIARY GUARANTORS (hereinafter referred to individually as a “Subsidiary Guarantor” and collectively, as “Subsidiary Guarantors”; CVOP II and the Subsidiary Guarantors are sometimes hereinafter referred to individually as a “Guarantor” and collectively as “Guarantors”), KEYBANK NATIONAL ASSOCIATION, a national banking association (“KeyBank”), THE OTHER LENDERS LISTED ON THE SIGNATURES PAGES HEREOF AS LENDERS (KeyBank and the other lenders are listed on the signatures pages hereof as Lenders, collectively, the “Lenders”), and KEYBANK NATIONAL ASSOCIATION, a national banking association, as Agent for the Lenders (the “Agent”).
W I T N E S S E T H:
WHEREAS, Borrower and KeyBank, individually and as Agent, and the Lenders entered into that certain Term Loan Agreement dated as of August 7, 2019, as amended by that certain First Amendment to Term Loan Agreement dated as of October 3, 2019 (as amended, the “Loan Agreement”); and
WHEREAS, each of the Guarantors are a party to that certain Fourth Amended and Restated Unconditional Guaranty of Payment and Performance in favor of Agent and the Lenders dated as of August 7, 2019 (the “Guaranty”);
WHEREAS, Borrower and Guarantors have requested that the Agent and the Lenders make certain modifications to the Loan Agreement; and
WHEREAS, the Agent and certain of the Lenders have consented to such modifications, subject to the execution and delivery of this Amendment.
NOW, THEREFORE, for and in consideration of the sum of TEN and NO/100 DOLLARS ($10.00), and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto do hereby covenant and agree as follows:
1.Definitions. All terms used herein which are not otherwise defined herein shall have the meanings set forth in the Loan Agreement.
2. Modification of the Loan Agreement. The Agent, the Lenders and the Borrower hereby amend the Loan Agreement as follows:
(a)By deleting in its entirety the definition of “Adjusted Net Operating Income” appearing in §1.1 of the Credit Agreement, and inserting in lieu thereof the following:
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“Adjusted Net Operating Income. On any date of determination with respect to any period (including, without limitation, the fiscal quarter ending June 30, 2020), an amount equal to (a) Net Operating Income from the Pool Properties that are included in the calculation of Pool Availability for the prior four (4) fiscal quarters most recently ended, less (b) the Capital Reserves relating to the Pool Properties that are included in the calculation of Pool Availability for such period. Notwithstanding the foregoing, with respect to any Pool Properties that are Medical Assets (other than MOBs) that are included in the calculation of Pool Availability, except during the fiscal quarters ending on June 30, 2020; September 30, 2020; December 31, 2020; March 31, 2021; and June 30, 2021, the amount included in the preceding sentence with respect to such Pool Property shall be the lesser of (i) the amount determined with respect to such Pool Property pursuant to the preceding sentence and (ii) the amount that would result from dividing (A) an amount equal to (X) the trailing twelve (12) month EBITDAR for such Pool Property less (Y) the Capital Reserves relating to the applicable Pool Property that is included in the calculation of Pool Availability, by (B) 1.30; provided, however, in the event that any such Medical Asset (other than MOBs) is leased to more than one tenant, then such calculation will use a weighted average based on the total square footage of such Medical Asset. For the purposes of calculating Adjusted Net Operating Income for the Pool Properties not owned and operated by the Borrower or a Subsidiary Guarantor for the prior four (4) full fiscal quarters most recently ended, the Adjusted Net Operating Income attributable to such Pool Properties shall be calculated by using the actual historical results for such Pool Properties for the prior four (4) full fiscal quarters most recently ended as if the Pool Properties had been owned by the Borrower or a Subsidiary Guarantor during such period; provided, however, to the extent actual historical Adjusted Net Operating Income attributable to such Pool Properties is unavailable, the Borrower may include such calculation of Adjusted Net Operating Income attributable to such Pool Properties calculated on a proforma basis, as reasonably approved by Agent. The calculation of Adjusted Net Operating Income shall be computed in accordance with GAAP but adjusted for non-cash operating items such as straight line rents and the amortization of above and below market lease assets and liabilities and other non-cash items and shall exclude any property that is no longer a Pool Property.”
(b)By deleting in its entirety the definition of “LIBOR Termination Date” appearing in §1.1 of the Credit Agreement.
(c)By deleting in its entirety §4.16 of the Credit Agreement, and inserting in lieu thereof the following:
Ҥ4.16 Effect of Benchmark Transition Event.
(a) Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, (i) upon the determination of the Agent (which shall be conclusive absent manifest error) that a Benchmark Transition Event has occurred or (ii) upon the occurrence of an Early Opt-in Election, as applicable, the Agent and the Borrower may amend this Agreement to replace LIBOR with a Benchmark Replacement, by a written document executed by the Borrower and the Agent, subject to the requirements of this §4.16.
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Notwithstanding the requirements of §27 or anything else to the contrary herein or in any other Loan Document, any such amendment with respect to a Benchmark Transition Event will become effective and binding upon the Agent, the Borrower and the Lenders at 5:00 p.m. on the fifth (5th) Business Day after the Agent has posted such proposed amendment to all Lenders and the Borrower so long as the Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders, and any such amendment with respect to an Early Opt-in Election will become effective and binding upon the Agent, the Borrower and the Lenders on the date that Lenders comprising the Required Lenders have delivered to the Agent written notice that such Required Lenders accept such amendment. No replacement of LIBOR with a Benchmark Replacement pursuant to this §4.16 will occur prior to the applicable Benchmark Transition Start Date.
(b) Benchmark Replacement Conforming Changes. In connection with the implementation of a Benchmark Replacement, the Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or the other Loan Documents.
(c) Notices; Standards for Decisions and Determinations. The Agent will promptly notify the Borrower and the Lenders in writing of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes and (iv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Agent or Lenders pursuant to this §4.16, including, without limitation, any determination with respect to a tenor, comparable replacement rate or adjustment, or implementation of any Benchmark Replacement Rate Conforming Changes, or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding on all parties hereto or to the other Loan Documents absent manifest error and may be made in its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this §4.16 and shall not be a basis of any claim of liability of any kind or nature by any party hereto or thereto, all such claims being hereby waived individually by each party hereto and thereto.
(d) Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a borrowing of Loans that is to be a LIBOR Rate Loan, conversion to or continuation of LIBOR Rate Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to Base Rate Loans. During any Benchmark Unavailability Period, the components of Base Rate based upon LIBOR will not be used in any determination of Base Rate.
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(e) Certain Defined Terms. As used in this §4.16:
“Benchmark Replacement” means the sum of: (a) the alternate benchmark rate (which may include Term SOFR) that has been selected by the Agent and the Borrower giving due consideration to (i) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a rate of interest as a replacement to LIBOR for U.S. dollar-denominated syndicated credit facilities at such time and (b) the Benchmark Replacement Adjustment; provided that, if the Benchmark Replacement as so determined would be less than zero (0.00%), the Benchmark Replacement will be deemed to be zero (0.00%) for the purposes of this Agreement.
“Benchmark Replacement Adjustment” means, with respect to any replacement of LIBOR with an Unadjusted Benchmark Replacement for each applicable Interest Period, the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero) that has been selected by the Agent and the Borrower giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of LIBOR with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of LIBOR with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated syndicated credit facilities at such time.
“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest and other administrative matters) that the Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Agent in a manner substantially consistent with market practice (or, if the Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Agent determines that no market practice for the administration of the Benchmark Replacement exists, in such other manner of administration as the Agent decides is reasonably necessary in connection with the administration of this Agreement).
“Benchmark Replacement Date” means the earlier to occur of the following events with respect to LIBOR:
(1) in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of LIBOR permanently or indefinitely ceases to provide LIBOR; or
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(2) in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the public statement or publication of information referenced therein.
“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to LIBOR:
(1) a public statement or publication of information by or on behalf of the administrator of LIBOR announcing that such administrator has ceased or will cease to provide LIBOR, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide LIBOR;
(2) a public statement or publication of information by the regulatory supervisor for the administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR or a court or an entity with similar insolvency or resolution authority over the administrator for LIBOR, which states that the administrator of LIBOR has ceased or will cease to provide LIBOR permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide LIBOR; or
(3) a public statement or publication of information by the regulatory supervisor for the administrator of LIBOR or a Relevant Governmental Body announcing that LIBOR is no longer representative.
“Benchmark Transition Start Date” means (a) in the case of a Benchmark Transition Event, the earlier of (i) the applicable Benchmark Replacement Date and (ii) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication) and (b) in the case of an Early Opt-in Election, the date specified by the Agent or the Required Lenders, as applicable, by notice to the Borrower, the Agent (in the case of such notice by the Required Lenders) and the Lenders.
“Benchmark Unavailability Period” means, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to LIBOR and solely to the extent that LIBOR has not been replaced with a Benchmark Replacement, the period (x) beginning at the time that such Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced LIBOR for all purposes hereunder in accordance with this §4.16 and (y) ending at the time that a Benchmark Replacement has replaced LIBOR for all purposes hereunder pursuant to this §4.16.
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“Early Opt-in Election” means the occurrence of:
(1) a determination by the Agent that U.S. dollar-denominated syndicated credit facilities being executed at such time, or that include language similar to that contained in this §4.16 are being executed or amended, as applicable, to incorporate or adopt a new benchmark interest rate to replace LIBOR, and
(2) the election by the Agent to declare that an Early Opt-in Election has occurred and the provision by the Agent of written notice of such election to the Borrower and the Lenders.
“Federal Reserve Bank of New York’s Website” means the website of the Federal Reserve Bank of New York at xxxx://xxx.xxxxxxxxxx.xxx, or any successor source.
“Relevant Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto, including without limitation the Alternative Reference Rates Committee.
“SOFR” with respect to any day means the secured overnight financing rate published for such day by the Federal Reserve Bank of New York, as the administrator of the benchmark, (or a successor administrator) on the Federal Reserve Bank of New York’s Website.
“Term SOFR” means the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.
“Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.”
3. References to Amended Documents. All references in the Loan Documents to the Loan Agreement amended in connection with this Amendment shall be deemed a reference to the Loan Agreement as modified and amended herein.
4. Consent of Borrower and Guarantors. By execution of this Amendment, Guarantors hereby expressly consent to the modifications and amendments relating to the Loan Agreement as set forth herein, and Borrower and Guarantors hereby acknowledge, represent and agree that the Loan Agreement, as modified and amended herein, and the other Loan Documents, remain in full force and effect and constitute the valid and legally binding obligation of Borrower and Guarantors, respectively, enforceable against such Persons in accordance with their respective terms, and that the Guaranty extends to and applies to the foregoing documents as modified and amended.
5. Representations. Borrower and Guarantors represent and warrant to Agent and the Lenders as follows:
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(a) Authorization. The execution, delivery and performance of this Amendment and the transactions contemplated hereby (i) are within the authority of Borrower and Guarantors, (ii) have been duly authorized by all necessary proceedings on the part of such Persons, (iii) do not and will not conflict with or result in any breach or contravention of any provision of law, statute, rule or regulation to which any of such Persons is subject or any judgment, order, writ, injunction, license or permit applicable to such Persons, (iv) do not and will not conflict with or constitute a default (whether with the passage of time or the giving of notice, or both) under any provision of the partnership agreement or certificate, certificate of formation, operating agreement, articles of incorporation or other charter documents or bylaws of, or any mortgage, indenture, agreement, contract or other instrument binding upon, any of such Persons or any of its properties or to which any of such Persons is subject, and (v) do not and will not result in or require the imposition of any lien or other encumbrance on any of the properties, assets or rights of such Persons, other than the liens and encumbrances created by the Loan Documents.
(b) Enforceability. The execution and delivery of this Amendment are valid and legally binding obligations of Borrower and Guarantors enforceable in accordance with the respective terms and provisions hereof, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and the effect of general principles of equity.
(c) Approvals. The execution, delivery and performance of this Amendment and the transactions contemplated hereby do not require the approval or consent of or approval of any Person or the authorization, consent, approval of or any license or permit issued by, or any filing or registration with, or the giving of any notice to, any court, department, board, commission or other governmental agency or authority other than those already obtained.
(d) Reaffirmation. Borrower and Guarantors reaffirm and restate as of the date hereof each and every representation and warranty made by the Borrower, the Guarantors and their respective Subsidiaries in the Loan Documents or otherwise made by or on behalf of such Persons in connection therewith except for representations or warranties that expressly relate to an earlier date.
(e) Confirmation of Outstanding Balances. Borrower confirms that as of the date of this Amendment the outstanding principal balance of the Loans is $520,000,000.00.
6. No Default. By execution hereof, the Borrower and Guarantors certify that the Borrower and Guarantors are and will be in compliance with all covenants under the Loan Documents after the execution and delivery of this Amendment, and that no Default or Event of Default has occurred and is continuing.
1. Waiver of Claims. Borrower and Guarantors acknowledge, represent and agree that Borrower and Guarantors as of the date hereof have no defenses, setoffs, claims, counterclaims or causes of action of any kind or nature whatsoever with respect to the Loan Documents, the administration or funding of the Loans or with respect to any acts or omissions of Agent or any of the Lenders, or any past or present officers, agents or employees of Agent or any of the Lenders, and each of Borrower and Guarantors does hereby expressly waive, release and relinquish any and all such defenses, setoffs, claims, counterclaims and causes of action, if any.
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2. Ratification. Except as hereinabove set forth or in any other document previously executed or executed in connection herewith, all terms, covenants and provisions of the Loan Agreement, the Guaranty and the other Loan Documents remain unaltered and in full force and effect, and the parties hereto do hereby expressly ratify and confirm the Loan Agreement, the Guaranty and other Loan Documents as modified and amended herein and therein. Guarantors hereby consent to the terms of this Amendment and ratify the Guaranty. Nothing in this Amendment or any other document delivered in connection herewith shall be deemed or construed to constitute, and there has not otherwise occurred, a novation, cancellation, satisfaction, release, extinguishment or substitution of the indebtedness evidenced by the Notes or the other obligations of Borrower and Guarantors under the Loan Documents (including without limitation the Guaranty). Borrower and Guarantor acknowledge that the Agent and the Lenders have made no agreement, and are in no way obligated, to grant any future accommodation, waiver, indulgence or consent. This Amendment shall constitute a Loan Document.
3. Counterparts. This Amendment may be executed in any number of counterparts which shall together constitute but one and the same agreement.
4. Miscellaneous. THIS AMENDMENT SHALL, PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401, BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted successors, successors-in-title and assigns as provided in the Loan Agreement.
5. Electronic Signatures. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or as an attachment to an electronic mail message in .pdf, .jpeg, .TIFF or similar electronic format shall be effective as delivery of a manually executed counterpart of this Amendment for all purposes. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Amendment and any other Loan Document to be signed in connection with this Amendment, the other Loan Documents and the transactions contemplated hereby and thereby shall be deemed to include Electronic Signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that nothing herein shall require the Agent to accept electronic signatures in any form or format without its prior written consent. For the purposes hereof, “Electronic Signatures” means an electronic sound, symbol, or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record. Each of the parties hereto represents and warrants to the other parties hereto that it has the corporate capacity and authority to execute the Amendment through electronic means and there are no restrictions for doing so in that party’s constitutive documents. Without limiting the generality of the foregoing, the Borrower hereby (i) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among any of the Agent or the Lenders and any of the Borrower or Guarantors, electronic images of this Agreement or any other Loan Document (in each case, including with respect to any signature pages thereto) shall have the same legal effect, validity and enforceability as any paper
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original, and (ii) waives any argument, defense or right to contest the validity or enforceability of any Loan Document based solely on the lack of paper original copies of such Loan Document, including with respect to any signature pages thereto.
6. Effective Date. The obligations of the undersigned parties under Section 2 of this Amendment shall be deemed effective and in full force and effect (the “Effective Date”) only upon confirmation by the Agent of the satisfaction of the following conditions:
(a) the execution and delivery of this Amendment by Borrower, Guarantors, Agent and the Required Lenders;
(b) the execution and delivery of that certain Second Amendment to Fourth Amended and Restated Credit Agreement dated of even date herewith (the “Master Credit Facility Amendment”), which amends that certain Fourth Amended and Restated Credit Agreement dated as of August 7, 2019 by and among Borrower, KeyBank, individually and as administrative agent, and certain other lenders a party thereto;
(c) the Agent shall have received from the Borrower, for the account of each Lender that executes this Amendment and/or the Master Credit Facility Amendment, a fee of $15,000.00 for both modifications;
(d) that the Borrower shall pay contemporaneously with the Effective Date all fees (including legal fees) due and payable with respect to this Amendment; and
(e) such other conditions as Agent may require in its reasonable discretion.
[SIGNATURES BEGIN ON NEXT PAGE]
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IN WITNESS WHEREOF, the parties hereto have hereto set their hands and affixed their seals as of the day and year first above written.
BORROWER:
XXXXXX VALIDUS MISSION CRITICAL REIT II, INC., a Maryland corporation
By: /s/ Xxx X. Xxxxx
Name: Xxx X. Xxxxx
Title: Chief Financial Officer and Treasurer
(CORPORATE SEAL)
CVOP II:
XXXXXX VALIDUS OPERATING PARTNERSHIP II, LP, a Delaware limited partnership
By: | Xxxxxx Validus Mission Critical REIT II, Inc., a Maryland corporation, its general partner |
By: /s/ Xxx X. Xxxxx
Name: Xxx X. Xxxxx
Title: Chief Financial Officer and Treasurer
(CORPORATE SEAL)
[Signatures Continued On Next Page]
KeyBank/CV Reit II: Signature Page to Second Amendment to Term Loan Agreement
SUBSIDIARY GUARANTORS:
XX-00000 XXXXXXXXX XXXXX, XXX,
XXXX-0000 XXXXX AVENUE, LLC,
HEALTH CARE XX-000 XXXXXXXX XXXXXXXXX, XXX,
XXXX-000 YORK STREET, LLC,
XXXX-0000 XXXX XXXXX XXXXXX, XXX,
XXXX-0000 INDIAN CREEK PARKWAY, LLC,
DCII-505 X. XXXXXXX STREET, LLC,
XXXX-00 XXXXXXXX XXXXX, XXX,
XXXX-000 EAST MEDICAL CENTER BLVD., LLC,
HCII-15 ENTERPRISE DRIVE, LLC,
XXXX-00 XXXXXXXX XXXXXXXXX, XXX,
XXXX-000 FIRST PARK DRIVE, LLC,
XXXX-0000 XXXXXXX XXXXX, XXX,
XXXX-000 XXXXXXX XXXXXX XXXX XXXX, XXX,
XXXX-0000 CENTURY BOULEVARD, LLC,
XXXX-000 XXXXXXXX XXXXX, XXX,
XXXX-0000-0000 XXXXX ROAD, LLC,
XXXX-0000 XXXXXXX XXXXX, XXX,
XXXX-0000 PAPILLION PARKWAY, LLC,
HCII-HERITAGE PARK, LLC,
HCII-HPI HEALTHCARE PORTFOLIO, LLC,
HCII-750 12TH AVENUE, LLC,
DCII-700 AUSTIN AVENUE, LLC,
HCII XXX-0000 XX 00XX XXXXXX, LLC,
HCII HPI-1616 X. XXXXX AVENUE, LLC,
HCII XXX-0000 00XX XXXXXX, XXX,
HCII HPI-300 NW 32ND STREET, LLC,
HCII XXX-0000 XX 00XX XXXXXX, LLC, and
HCII XXX-0000 XX 00XX XXXXXX, LLC,
each a Delaware limited liability company
By: | Xxxxxx Validus Operating Partnership II, LP, a Delaware limited partnership |
By: | Xxxxxx Validus Mission Critical REIT II, Inc., a Maryland corporation, its general partner |
By: /s/ Xxx X. Xxxxx
Name: Xxx X. Xxxxx
Title: Chief Financial Officer and Treasurer
Title: Chief Financial Officer and Treasurer
(SEAL)
[SIGNATURES CONTINUED ON NEXT PAGE]
KeyBank/CV Reit II: Signature Page to Second Amendment to Term Loan Agreement
XXXX-0000 XXXXXXXX XXXXX, XXX,
XXXX-0000 XXXX XXXXXXXXX BOULEVARD, LLC,
XXXX-000 XXXXXX XXXXX, XXX,
XXXX-00000 NORTH PORTLAND AVENUE, LLC,
DCII-400 MINUTEMAN ROAD, LLC,
DCII-2601 W. BROADWAY ROAD, LLC,
C&Y PARTNERS, LLC,
DCII-1501 OPUS PLACE, LLC,
DCII-10309 XXXXXX BLVD., LLC,
XXXX-0000 XXXXX XXXXXX, XXX,
XXXX-0000 CROSSBEAM DRIVE, LLC,
XXXX-0000 XXXXX XXXX, XXX,
XXXX-0000 GOVERNORS HILL DRIVE, LLC,
XXXX-0000 XXXXX XXXX XX, XXX,
XXXX-0000 XX XXXXXXXX HILL ROAD, LLC,
DCII-2005 EAST TECHNOLOGY CIRCLE, LLC,
XXXX-0000 X. XXXXXXXXXX XXXXXX, XXX,
XXXXX-XXX-00000 SUN CENTER DRIVE, LLC,
DCPII-SAC-3065 GOLD CAMP DRIVE, LLC,
DCII-4121 XXXXXXXXX XXXXXX XXXXX, XXX,
XXXX-0000 WEST HEBRON PARKWAY, LLC,
HCII-455 PARK GROVE DRIVE, LLC,
XXXX-000 XXXXXX XXX, XXX,
XXXX-0000 4TH STREET, LLC,
XXXX-000 X. XXXXXX XXXXXX XXXXXX, XXX,
XXXX-0000 HILLS AND DALES ROAD NW, LLC,
XXXX-0&0 XXXXXXX XXXX XXXXX, XXX,
XXXX-0000 NORTH MAIN STREET, LLC,
XXXX-000 XXXXXXXX XXX XXXXXX, XXX,
XXXX-00000 X-00 XXXXXXXX XXXX, XXX,
XXXX-0000 AND 0000 XXXXX XXX XXXXXX, XXX,
XXXX-00000 UNIVERSITY AVENUE, LLC,
XXXX-XXXXX XXXXXXX XXXXX, XXX,
XXXX-0000 CYPRESS GARDENS BOULEVARD, LLC,
HCII-718 XXXXXXXXX STREET, LLC, and
HCII-3412 MARKET PLACE AVENUE, LLC,
each a Delaware limited liability company
By: | Xxxxxx Validus Operating Partnership II, LP, a Delaware limited partnership |
By: | Xxxxxx Validus Mission Critical REIT II, Inc., a Maryland corporation, its general partner |
By: /s/ Xxx X. Xxxxx
Name: Xxx X. Xxxxx
Title: Chief Financial Officer and Treasurer
Title: Chief Financial Officer and Treasurer
(SEAL)
KeyBank/CV Reit II: Signature Page to Second Amendment to Term Loan Agreement
[SIGNATURES CONTINUED ON NEXT PAGE]
KeyBank/CV Reit II: Signature Page to Second Amendment to Term Loan Agreement
HCII-30 PINNACLE DRIVE PA, LP, a Delaware limited partnership
By: | HCII-30 Pinnacle Drive, LLC, a Delaware limited liability company, its general partner |
By: | Xxxxxx Validus Operating Partnership II, LP, a Delaware limited partnership, its sole member |
By: | Xxxxxx Validus Mission Critical REIT II, Inc., a Maryland corporation, its General Partner |
By: /s/ Xxx X. Xxxxx
Name: Xxx X. Xxxxx
Title: Chief Financial Officer and Treasurer
Name: Xxx X. Xxxxx
Title: Chief Financial Officer and Treasurer
(SEAL)
XXXX-0000 XXXXXXX XXXXXXXXX XX, LP, a Delaware limited partnership
By: | HCII-2752 Century Boulevard, LLC, a Delaware limited liability company, its general partner |
By: | Xxxxxx Validus Operating Partnership II, LP, a Delaware limited partnership, its sole member |
By: | Xxxxxx Validus Mission Critical REIT II, Inc., a Maryland corporation, its General Partner |
By: /s/ Xxx X. Xxxxx
Name: Xxx X. Xxxxx
Title: Chief Financial Officer and Treasurer
Name: Xxx X. Xxxxx
Title: Chief Financial Officer and Treasurer
(SEAL)
[SIGNATURES CONTINUED ON NEXT PAGE]
KeyBank/CV Reit II: Signature Page to Second Amendment to Term Loan Agreement
HCII-110 CHARLOIS BOULEVARD, LP, a Delaware limited partnership
By: | Health Care II-110 Charlois Boulevard, LLC, a Delaware limited liability company, its general partner |
By: | Xxxxxx Validus Operating Partnership II, LP, a Delaware limited partnership, its sole member |
By: | Xxxxxx Validus Mission Critical REIT II, Inc., a Maryland corporation, its General Partner |
By: /s/ Xxx X. Xxxxx
Name: Xxx X. Xxxxx
Title: Chief Financial Officer and Treasurer
Name: Xxx X. Xxxxx
Title: Chief Financial Officer and Treasurer
(SEAL)
XXXX-0000 XXXXXXXXX XX., LP, a Delaware limited partnership
By: | DCII-1400 Crossbeam Drive, LLC, a Delaware limited liability company, its general partner |
By: | Xxxxxx Validus Operating Partnership II, LP, a Delaware limited partnership, its sole member |
By: | Xxxxxx Validus Mission Critical REIT II, Inc., a Maryland corporation, its General Partner |
By: /s/ Xxx X. Xxxxx
Name: Xxx X. Xxxxx
Title: Chief Financial Officer and Treasurer
Name: Xxx X. Xxxxx
Title: Chief Financial Officer and Treasurer
(SEAL)
[Signatures Continued On Next Page]
KeyBank/CV Reit II: Signature Page to Second Amendment to Term Loan Agreement
XXXXXX/VALIDUS OPERATING PARTNERSHIP, LP, a Delaware limited partnership
By: | Xxxxxx Validus Mission Critical REIT II, LLC, a Maryland limited liability company, its general partner |
By: | Xxxxxx Validus Mission Critical REIT II, Inc., a Maryland corporation, its sole member |
By: /s/ Xxx X. Xxxxx
Name: Xxx X. Xxxxx
Name: Xxx X. Xxxxx
Title: Chief Financial Officer and Treasurer
(CORPORATE SEAL)
XXXXXX VALIDUS MISSION CRITICAL REIT II, LLC, a Maryland limited liability company
By: | Xxxxxx Validus Mission Critical REIT II, Inc., a Maryland corporation, its sole member |
By: /s/ Xxx X. Xxxxx
Name: Xxx X. Xxxxx
Name: Xxx X. Xxxxx
Title: Chief Financial Officer and Treasurer
(CORPORATE SEAL)
[SIGNATURES CONTINUED ON NEXT PAGE]
KeyBank/CV Reit II: Signature Page to Second Amendment to Term Loan Agreement
XX-0000 X XXXXXXX XXXXXX XX, LLC
XX-0000 XXXXX XXXXXX, LLC
XX-0000 X. XXXXXXXX XXXXX, LLC
HC-2257 XXXXXX DRIVE, LLC
HC-239 S. MOUNTAIN BOULEVARD MANAGEMENT, LLC
XX-0000 XXXX XXXX XXXXXXXXX, LLC
XX-0000 XXXX XXXX XXXXXXXXX, LLC
HC-17322 RED OAK DRIVE, LLC
XX-00000 XXXXX XXXXXXX 000, LLC
XX-0000 XXXXX XXXXXX, LLC
XX-0000 X. XXXXXXXX XXXXX, LLC
HC-2257 XXXXXX DRIVE, LLC
HC-239 S. MOUNTAIN BOULEVARD MANAGEMENT, LLC
XX-0000 XXXX XXXX XXXXXXXXX, LLC
XX-0000 XXXX XXXX XXXXXXXXX, LLC
HC-17322 RED OAK DRIVE, LLC
XX-00000 XXXXX XXXXXXX 000, LLC
HC-5330L N. LOOP 1604 WEST, LLC
HC-760 OFFICE PARKWAY, LLC
XX-0000 XXXXXXXX XXXXXX, LLC
XX-00000 XXXXX XXXXXX XXXXX, XXX
XX-0000 MEDICAL DRIVE, LLC
XX-0000 XXXXXXX XXXXX, LLC
XX-00000 XXXXX XXXXXXX XXXX, LLC
XX-0000 XXXXXXX XXXXX, LLC
XX-00000 XXXXX XXXXXXX XXXX, LLC
HCP-SELECT MEDICAL, LLC, and
HC-1101 XXXXXXX XXXXXX ROAD, LLC
HC-1101 XXXXXXX XXXXXX ROAD, LLC
each a Delaware limited liability company
By: | Xxxxxx/Validus Operating Partnership, LP, a Delaware limited partnership, their sole member |
By: | Xxxxxx Validus Mission Critical REIT II, LLC, a Maryland limited liability company, its general partner |
By: | Xxxxxx Validus Mission Critical REIT II, Inc., a Maryland corporation, its sole member |
By: /s/ Xxx X. Xxxxx
Name: Xxx X. Xxxxx
Name: Xxx X. Xxxxx
Title: Chief Financial Officer and Treasurer
(CORPORATE SEAL)
[SIGNATURES CONTINUED ON NEXT PAGE]
KeyBank/CV Reit II: Signature Page to Second Amendment to Term Loan Agreement
HC-116 XXXXX XXXXXXX HIGHWAY, LLC
HCP-DERMATOLOGY ASSOCIATES, LLC
XX-000 XXXX 00XX XXXXXX, LLC
HCP-RTS, LLC,
HCP-XXX WARM SPRINGS, LLC,
XX-000 XXXXXXX XXXXXX, XXX,
XX-0000 X. XXXXXX AVENUE, LLC, and
HC-4810 N. LOOP 289, LLC,
HCP-DERMATOLOGY ASSOCIATES, LLC
XX-000 XXXX 00XX XXXXXX, LLC
HCP-RTS, LLC,
HCP-XXX WARM SPRINGS, LLC,
XX-000 XXXXXXX XXXXXX, XXX,
XX-0000 X. XXXXXX AVENUE, LLC, and
HC-4810 N. LOOP 289, LLC,
each a Delaware limited liability company
By: | Xxxxxx/Validus Operating Partnership, LP, a Delaware limited partnership, their sole member |
By: | Xxxxxx Validus Mission Critical REIT II, LLC, a Maryland limited liability company, its general partner |
By: | Xxxxxx Validus Mission Critical REIT II, Inc., a Maryland corporation, its sole member |
By: /s/ Xxx X. Xxxxx
Name: Xxx X. Xxxxx
Name: Xxx X. Xxxxx
Title: Chief Financial Officer and Treasurer
(CORPORATE SEAL)
HC-239 S. MOUNTAIN BOULEVARD, LP, a Delaware limited partnership
By: | HC-239 S. Mountain Boulevard Management, LLC, a Delaware limited liability company, its sole general partner |
By: | Xxxxxx/Validus Operating Partnership, LP, a Delaware limited partnership, its sole member |
By: | Xxxxxx Validus Mission Critical REIT II, LLC, a Maryland limited liability company, its general partner |
By: | Xxxxxx Validus Mission Critical REIT II, Inc., a Maryland corporation, its sole member |
By: /s/ Xxx X. Xxxxx
Name: Xxx X. Xxxxx
Name: Xxx X. Xxxxx
Title: Chief Financial Officer and Treasurer
(CORPORATE SEAL)
[SIGNATURES CONTINUED ON NEXT PAGE]
KeyBank/CV Reit II: Signature Page to Second Amendment to Term Loan Agreement
GREEN MEDICAL INVESTORS, LLLP, a Florida limited liability limited partnership
By: | XX-0000 Xxxx Xxxx Xxxxxxxxx, XXX, a Delaware limited liability company, its general partner |
By: | Xxxxxx/Validus Operating Partnership, LP, a Delaware limited partnership, its sole member |
By: | Xxxxxx Validus Mission Critical REIT II, LLC, a Maryland limited liability company, its general partner |
By: | Xxxxxx Validus Mission Critical REIT II, Inc., a Maryland corporation, its sole member |
By: /s/ Xxx X. Xxxxx
Name: Xxx X. Xxxxx
Name: Xxx X. Xxxxx
Title: Chief Financial Officer and Treasurer
(CORPORATE SEAL)
GREEN WELLNESS INVESTORS, LLLP, a Florida limited liability limited partnership
By: | XX-0000 Xxxx Xxxx Xxxxxxxxx, XXX, a Delaware limited liability company, its general partner |
By: | Xxxxxx/Validus Operating Partnership, LP, a Delaware limited partnership, its sole member |
By: | Xxxxxx Validus Mission Critical REIT II, LLC, a Maryland limited liability company, its general partner |
By: | Xxxxxx Validus Mission Critical REIT II, Inc., a Maryland corporation, its sole member |
By: /s/ Xxx X. Xxxxx
Name: Xxx X. Xxxxx
Name: Xxx X. Xxxxx
Title: Chief Financial Officer and Treasurer
(CORPORATE SEAL)
[SIGNATURES CONTINUED ON NEXT PAGE]
KeyBank/CV Reit II: Signature Page to Second Amendment to Term Loan Agreement
XX-00-000 XXXXX XXXX, XXX
XX-00000 XXX XXXX DRIVE, LLC
HC-5829 29 PALMS HIGHWAY, LLC
XX-0000 XXXXXXXX XXXX, LLC
XX-000 XXXXXXXX XXXXXX XXXX, LLC
XX-0000 XXXXXXXX XXXX, LLC
XX-0000 XXXXXXXX XXXX, LLC
XX-0000 XXX XXXX XXXXX, XX, LLC
XX-0000 XXXXXXXXXX XX. E., LLC
XX-0000 XXX XXXXXXXXX, LLC
XX-0000 XX XXXXXXX 00 XXXX, LLC
HC-#2 PHYSICIANS PARK DR., LLC
XX-00 XXXXX XXXXX XXXX, LLC
XX-0000 X. XXXX XXXXXX ROAD, LLC
HC-187 SKYLAR DRIVE, LLC
XX-000 XXXXXXXX XXXXX XXXXX, UNITS A&B, LLC
HC-6310 HEALTH PKWY., UNITS 100 & 200, LLC,
each a Delaware limited liability company
XX-00000 XXX XXXX DRIVE, LLC
HC-5829 29 PALMS HIGHWAY, LLC
XX-0000 XXXXXXXX XXXX, LLC
XX-000 XXXXXXXX XXXXXX XXXX, LLC
XX-0000 XXXXXXXX XXXX, LLC
XX-0000 XXXXXXXX XXXX, LLC
XX-0000 XXX XXXX XXXXX, XX, LLC
XX-0000 XXXXXXXXXX XX. E., LLC
XX-0000 XXX XXXXXXXXX, LLC
XX-0000 XX XXXXXXX 00 XXXX, LLC
HC-#2 PHYSICIANS PARK DR., LLC
XX-00 XXXXX XXXXX XXXX, LLC
XX-0000 X. XXXX XXXXXX ROAD, LLC
HC-187 SKYLAR DRIVE, LLC
XX-000 XXXXXXXX XXXXX XXXXX, UNITS A&B, LLC
HC-6310 HEALTH PKWY., UNITS 100 & 200, LLC,
each a Delaware limited liability company
By: | HCP-RTS, LLC, a Delaware limited liability company, their sole member |
By: | Xxxxxx/Validus Operating Partnership, LP, a Delaware limited partnership, its sole member |
By: | Xxxxxx Validus Mission Critical REIT II, LLC, a Maryland limited liability company, its general partner |
By: | Xxxxxx Validus Mission Critical REIT II, Inc., a Maryland corporation, its sole member |
By: /s/ Xxx X. Xxxxx
Name: Xxx X. Xxxxx
Name: Xxx X. Xxxxx
Title: Chief Financial Officer and Treasurer
(CORPORATE SEAL)
[SIGNATURES CONTINUED ON NEXT PAGE]
KeyBank/CV Reit II: Signature Page to Second Amendment to Term Loan Agreement
XX-00000 XXXXXXXXX XXXX., XXX
XX-00000 VETERANS AVENUE, LLC
HC-101 XXXXX XXXXXXX DRIVE, LLC
HC-102 MEDICAL DRIVE, LLC, and
HC-1445 HANZ DRIVE, LLC,
each a Delaware limited liability company
XX-00000 VETERANS AVENUE, LLC
HC-101 XXXXX XXXXXXX DRIVE, LLC
HC-102 MEDICAL DRIVE, LLC, and
HC-1445 HANZ DRIVE, LLC,
each a Delaware limited liability company
By: | HCP-XXX WARM SPRINGS, LLC, a Delaware limited liability company, their sole member |
By: | Xxxxxx/Validus Operating Partnership, LP, a Delaware limited partnership, its sole member |
By: | Xxxxxx Validus Mission Critical REIT II, LLC, a Maryland limited liability company, its general partner |
By: | Xxxxxx Validus Mission Critical REIT II, Inc., a Maryland corporation, its sole member |
By: /s/ Xxx X. Xxxxx
Name: Xxx X. Xxxxx
Name: Xxx X. Xxxxx
Title: Chief Financial Officer and Treasurer
(CORPORATE SEAL)
DCII-11650 GREAT OAKS WAY, LLC
HCII-A 0000 XXXX XXXXXXXX XXXXXX, LLC
HCII-B 0000 XXXX XXXXXXXX XXXXXX, LLC
HCII-A 0000 XXXX XXXXXXXX XXXXXX, LLC
HCII-B 0000 XXXX XXXXXXXX XXXXXX, LLC
HCII-3098 OAK GROVE ROAD, LLC, AND
XXXX-0000 XXXXX XX XXXXXX XXXXXXXXX, LLC
each a Delaware limited liability company
XXXX-0000 XXXXX XX XXXXXX XXXXXXXXX, LLC
each a Delaware limited liability company
By: | Xxxxxx Validus Operating Partnership II, LP, a Delaware limited partnership, their sole member |
By: | Xxxxxx Validus Mission Critical REIT II, Inc., a Maryland corporation, its general partner |
By: /s/ Xxx X. Xxxxx
Name: Xxx X. Xxxxx
Name: Xxx X. Xxxxx
Title: Chief Financial Officer and Treasurer
(CORPORATE SEAL)
[SIGNATURES CONTINUED ON NEXT PAGE]
KeyBank/CV Reit II: Signature Page to Second Amendment to Term Loan Agreement
AGENT AND LENDERS:
KEYBANK NATIONAL ASSOCIATION, individually as a Lender and as Agent
By: /s/ Xxxxxxx Xxxxxxxxxxx
Name: Xxxxxxx Xxxxxxxxxxx
Title: Vice President
[Signatures Continued On Next Page]
KeyBank/CV Reit II: Signature Page to Second Amendment to Term Loan Agreement
BBVA USA, an Alabama banking corporation f/k/a Compass Bank, individually as a Lender and as a Co-Syndication Agent
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Senior Vice President
[Signatures Continued On Next Page]
KeyBank/CV Reit II: Signature Page to Second Amendment to Term Loan Agreement
BMO XXXXXX BANK, N.A.
By: /s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Managing Director
[Signatures Continued On Next Page]
KeyBank/CV Reit II: Signature Page to Second Amendment to Term Loan Agreement
CAPITAL ONE, NATIONAL ASSOCIATION, individually as a Lender and as a Co-Syndication Agent
By: /s/ Xxxxx XxXxxxxx
Name: Xxxxx XxXxxxxx
Title: Duly Authorized Signatory
[Signatures Continued On Next Page]
KeyBank/CV Reit II: Signature Page to Second Amendment to Term Loan Agreement
TRUIST BANK, successor by merger to SunTrust Bank, individually as a Lender and as a Co-Syndication Agent
By: /s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: Director
[Signatures Continued On Next Page]
KeyBank/CV Reit II: Signature Page to Second Amendment to Term Loan Agreement
FIFTH THIRD BANK, NATIONAL ASSOCIATION, formerly Fifth Third Bank, individually as a Lender
By: /s/ Xxxxxxxx Xxxx
Name: Xxxxxxxx Xxxx
Title: VP
[Signatures Continued On Next Page]
KeyBank/CV Reit II: Signature Page to Second Amendment to Term Loan Agreement
RENASANT BANK
By: /s/ Xxxxx Xxxxxxxx
Name: Xxxxx Xxxxxxxx
Title: Executive Vice President
[Signatures Continued On Next Page]
KeyBank/CV Reit II: Signature Page to Second Amendment to Term Loan Agreement
CADENCE BANK, N.A.
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President
[Signatures Continued On Next Page]
KeyBank/CV Reit II: Signature Page to Second Amendment to Term Loan Agreement
EASTERN BANK
By: /s/ Xxxxx X. Xxxx
Name: Xxxxx X. Xxxx
Title: Senior Vice President
[Signatures Continued On Next Page]
FIRST HORIZON BANK
By: /s/ Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx
Title: Senior Vice President
[Signatures Continued On Next Page]
KeyBank/CV Reit II: Signature Page to Second Amendment to Term Loan Agreement
TEXAS CAPITAL BANK, N.A.
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Senior Vice President
[Signatures Continued On Next Page]
KeyBank/CV Reit II: Signature Page to Second Amendment to Term Loan Agreement
WOODFOREST NATIONAL BANK, a national banking association
By: /s/ Xxxxx Xxxxxxxx
Name: Xxxxx Xxxxxxxx
Title: Senior Vice President - Corporate Banking
[Signatures Continued On Next Page]
KeyBank/CV Reit II: Signature Page to Second Amendment to Term Loan Agreement
AMERICAN MOMENTUM BANK
By: /s/ Xxxxxx Xxxx
Name: Xxxxxx Xxxx
Title: Sr. Vice President
[Signatures Continued On Next Page]
KeyBank/CV Reit II: Signature Page to Second Amendment to Term Loan Agreement
XXXXXXX XXXXXXX BANK, individually as a Lender
By: /s/ Xxxx Xxxxx
Name: Xxxx Xxxxx
Title: Vice President
[Signatures Continued On Next Page]
KeyBank/CV Reit II: Signature Page to Second Amendment to Term Loan Agreement
SYNOVUS BANK
By: /s/ Xxxxxxx Xxxxx
Name: Xxxxxxx Xxxxx
Title: Relationship Manager
[Signatures Continued On Next Page]
KeyBank/CV Reit II: Signature Page to Second Amendment to Term Loan Agreement
VALLEY NATIONAL BANK, a national banking association
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Sr. Vice President
[Signatures Continued On Next Page]
KeyBank/CV Reit II: Signature Page to Second Amendment to Term Loan Agreement
PROVIDENCE BANK, dba PREMIER BANK TEXAS
By: /s/ Xxxxxx Xxxxxxxx
Name: Xxxxxx Xxxxxxxx
Title: Senior Vice President
KeyBank/CV Reit II: Signature Page to Second Amendment to Term Loan Agreement
