FIRST AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS Dated and effective as of March 8, 2022 Among THE ENTITIES IDENTIFIED ON SCHEDULE I ATTACHED HERETO, collectively, as Borrower and CITI REAL ESTATE FUNDING INC., UBS AG, BANK OF AMERICA, N.A.,...

Exhibit 10.2

Loan No. 17461

____________________________________________________________________

FIRST AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS

____________________________________________________________________

Dated and effective as of March 8, 2022

Among

THE ENTITIES IDENTIFIED ON SCHEDULE I ATTACHED HERETO,
collectively, as Borrower

and

CITI REAL ESTATE FUNDING INC., UBS AG, BANK OF AMERICA, N.A., BANK OF MONTREAL and XXXXXX XXXXXXX BANK, N.A.,
collectively, as Lender

FIRST AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS

THIS FIRST AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS, dated and effective as of March 8, 2022 (this “Amendment”), is by and among CITI REAL ESTATE FUNDING INC., a New York corporation, having an address at 000-000 Xxxxxxxxx Xxxxxx, Xxxxxxx Xxxxx 0, Xxx Xxxx, Xxx Xxxx 00000 (together with its successors and assigns, “Citi”), UBS AG, by and through its branch office at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx, having an address at 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (together with its successors and assigns, “UBS AG”), BANK OF AMERICA, N.A., a national banking association, having an address at 000 Xxxxx Xxxxx Xxxxxx, Mail Code: NC1-030-21-01, Charlotte, North Carolina 28255 (together with its successors and/or assigns, “BANA”), BANK OF MONTREAL, a Canadian chartered bank, having an address at c/o BMO Capital Markets Corp., 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (together with its successors and assigns, “BMO”) and XXXXXX XXXXXXX BANK, N.A., a national banking association, having an address at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (together with its successors and assigns, “MS”; MS together with Citi, UBS AG, BANA and BMO and each of their respective successors and/or assigns, collectively, “Lender”) and THE ENTITIES IDENTIFIED ON SCHEDULE I ATTACHED HERETO AS BORROWER, each having its principal place of business at c/o The RMR Group, Two Xxxxxx Place, 000 Xxxxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxxxxx 00000-1634 (collectively and/or individually as the context may require, “Borrower”). All capitalized terms not defined herein shall have the respective meanings set forth in the Loan Agreement (as defined below).

W I T N E S S E T H:

WHEREAS, Xxxxxx has made a loan in the outstanding principal amount of One Billion Four Hundred Million Dollars ($1,400,000,000) (the “Loan”) to Borrower pursuant to that certain Loan Agreement, dated as of February 25, 2022, by and among Borrower and Lender (the “Original Loan Agreement”), which Loan is evidenced by the Original Loan Agreement and the other Loan Documents (as defined in the Original Loan Agreement); and

WHEREAS, Xxxxxxxx and Xxxxxx now desire to amend the Original Loan Agreement (the Original Loan Agreement, as amended by this Amendment, and as the same may be further amended, replaced, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”) and certain other Loan Documents, each as more specifically set forth herein.

NOW, THEREFORE, in consideration of the agreements set forth in this Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto hereby agree as follows.

A G R E E M E N T:

Section I.Modification to Original Loan Agreement.

(i)Section 1.1 of the Original Loan Agreement is hereby amended to replace the definition of “Component” in its entirety to read as follows:

“Component” shall mean, individually, any one of Component A, Component B, Component C, Component D, Component E, Component F or Component HRR, as described in Section 2.5(g) hereof.

(ii)Section 1.1 of the Original Loan Agreement is hereby amended to replace the definition of “Components” in its entirety to read as follows:

“Components” shall mean, collectively, Component A, Component B, Component C, Component D, Component E, Component F and Component HRR.

(iii)Section 1.1 of the Original Loan Agreement is hereby amended to replace the definition of “Components” in its entirety to read as follows:

“Spread” shall mean with respect to (i) Component A, 1.4155220000%, (ii) Component B, 1.9142220000%, (iii) Component C, 2.4129220000%, (iv) Component D, 2.9614220000%, (v) Component E, 4.3077220000%, (vi) Component F, 5.3037914200% or (vii) Component HRR, 6.1186220000%.

(iv)Section 2.5(g) of the Original Loan Agreement is hereby deleted in its entirety and replaced with the following:

Components of the Loan. For the purpose of computing interest payable from time to time on the principal amount of the Loan and certain other computations set forth herein, the principal balance of the SASB Notes only and not any other Notes shall be divided into Component A, Component B, Component C, Component D, Component E, Component F and Component HRR. The initial principal amount of the Components shall be as follows:


COMPONENT			INITIAL PRINCIPAL AMOUNT
A			$658,140,000
B			$122,030,000
C			$95,110,000
D			$103,000,000
E			$122,960,000
F			$228,760,000
HRR			$70,000,000

(v)Section 2.7(d) of the Original Loan Agreement is hereby deleted in its entirety and replaced with the following:

Application of Interest and Prepayments to Components. Provided no Event of Default has occurred and is continuing, payments of interest shall be applied by Xxxxxx as

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follows: (i) first, to the payment of interest then due and payable under Component A; (ii) second, to the payment of interest then due and payable under Component B; (iii) third, to the payment of interest then due and payable under Component C; (iv) fourth, to the payment of interest then due and payable under Component D; (v) fifth, to the payment of interest then due and payable under Component E; (vi) sixth, to the payment of interest then due and payable under Component F; and (vii) seventh, to the payment of interest then due and payable under Component HRR. Except for any Initial 20% Prepayment, any prepayment of the principal of the Loan made pursuant to Section 2.7(a) hereof shall be applied by Lender as follows: (i) first, to the reduction of the outstanding principal balance of Component A until reduced to zero, (ii) second, to the reduction of the outstanding principal balance of Component B until reduced to zero, (iii) third, to the reduction of the outstanding principal balance of Component C until reduced to zero, (iv) fourth, to the reduction of the outstanding principal balance of Component D until reduced to zero, (v) fifth, to the reduction of the outstanding principal balance of Component E until reduced to zero, (vi) sixth, to the reduction of the outstanding principal balance of Component F until reduced to zero and (vii) seventh, to the reduction of the outstanding principal balance of Component HRR until reduced to zero. Except for any Initial 20% Prepayments, any prepayments of the Loan in connection with the release of any Individual Property pursuant to Section 2.10 hereof shall be applied to the Components of the Loan as follows: (i) first, to the reduction of the outstanding principal balance of Component A until reduced to zero, (ii) second, to the reduction of the outstanding principal balance of Component B until reduced to zero, (iii) third, to the reduction of the outstanding principal balance of Component C until reduced to zero, (iv) fourth, to the reduction of the outstanding principal balance of Component D until reduced to zero, (v) fifth, to the reduction of the outstanding principal balance of Component E until reduced to zero, (vi) sixth, to the reduction of the outstanding principal balance of Component F until reduced to zero and (vii) seventh, to the reduction of the outstanding principal balance of Component HRR until reduced to zero. Notwithstanding the foregoing, during the continuance of any Event of Default, any payment of principal and interest from whatever source may be applied by Lender between the Components in Xxxxxx’s sole discretion. Notwithstanding the foregoing, so long as no Event of Default is continuing, (x) any Initial 20% Prepayments shall be applied to each Component of the Loan on a pro rata and pari passu basis and (y) all mandatory prepayments of the Loan pursuant to Section 2.7(b) shall be applied to each Component of the Loan on a pro rata and pari passu basis. Additionally, unless an Event of Default is continuing, at any time that any New Mezzanine Loan is outstanding, all voluntary prepayments shall be applied pro rata to the Loan and such New Mezzanine Loan.

Section II.Amendment to Other Loan Documents. Each of the Loan Documents (other than the Loan Agreement) is hereby amended such that (i) each reference in any of the Loan Documents (other than the Loan Agreement) to the defined terms modified in Section I hereof, which defined term has been modified pursuant to this Amendment shall be deemed to be a reference to such defined term as so modified, and (ii) each reference to the Loan Agreement shall mean the Original Loan Agreement, as modified pursuant to the terms of this Amendment.

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Section III.Reaffirmation of Guaranty. In connection with this Amendment, Guarantor hereby:

(a)Consents to and acknowledges this Amendment and acknowledges and agrees that this Amendment shall not impair, reduce or adversely affect the nature of the obligations of Guarantor under the Guaranty.

(b)Warrants and represents that there are no defenses, offsets or counterclaims with respect to its obligations under the Guaranty, as of the date hereof.

(c)Acknowledges that the Guaranty and the obligations of Guarantor contained in the Guaranty are continuing and in full force and effect.

(d)Hereby reaffirms the Guaranty and its obligations thereunder, and acknowledges that this reaffirmation of the Guaranty is for the benefit of Lender.

Section IV.Reaffirmation of Environmental Indemnity. In connection with this Amendment, Borrower and Guarantor hereby:

(a)Consent to and acknowledge this Amendment and acknowledge and agree that this Amendment shall not impair, reduce or adversely affect the nature of the obligations of Borrower and Guarantor under the Environmental Indemnity.

(b)Warrant and represent that there are no defenses, offsets or counterclaims with respect to their obligations under the Environmental Indemnity, as of the date hereof.

(c)Acknowledge that the Environmental Indemnity and the obligations of Xxxxxxxx and Guarantor contained in the Environmental Indemnity are continuing and in full force and effect.

(d)Xxxxxx reaffirm the Environmental Indemnity and their obligations thereunder, and acknowledge that this reaffirmation of the Environmental Indemnity is for the benefit of Lender.

Section V.Intentionally Omitted.

Section VI.No Offset; No Default. Borrower hereby waives all offsets, defenses and claims it may have against Lender that accrued on or before the date hereof. As of the date hereof, Xxxxxx acknowledges that to Xxxxxx’s actual knowledge there is no existing Event of Default or Default by Borrower or Guarantor under the Loan Documents.

Section VII.No Waiver. The execution, delivery and effectiveness of this Amendment shall not, except to the extent expressly provided herein, operate as a waiver of any right, power or remedy of any of Lender, Borrower, or Guarantor under the Loan Agreement or any of the other Loan Documents, nor constitute a waiver of any provision of the Loan Agreement or any of the other Loan Documents by any of the parties hereto.

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Section VIII.No Presumption Against Party Drafting Amendment. Should any provision of this Amendment require judicial interpretation, it is agreed that a court interpreting or construing the same shall not apply a presumption that the terms hereof shall be more strictly construed against any party by reason of the rule of construction that a document is to be construed more strictly against the party who itself or through its agent prepared or drafted the same, it being agreed that all parties to this Amendment participated in the preparation hereof.

Section IX.Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

Section X.Ratification. Borrower and Lender hereby ratify and confirm the Loan Agreement, as modified hereby. Except as modified and amended by this Amendment, the Loan, the Loan Agreement and the other Loan Documents and the respective obligations of Lender and Borrower thereunder shall be and remain unmodified and in full force and effect.

Section XI.No Further Modification. No further modification, amendment, extension, discharge, termination or waiver hereof shall be effective unless the same shall be in a writing signed by the party against whom enforcement is sought, and then such waiver or consent shall be effective only in the specific instance, and for the purpose, for which given.

Section XII.Governing Law. This Amendment shall be construed and enforced in accordance with the laws of the State of New York. If any provision hereof is not enforceable, the remaining provisions of this Amendment shall be enforced in accordance with their terms.

Section XIII.Counterparts. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

Section XIV.References to Loan Agreement. All references in the Loan Documents to the Loan Agreement shall mean the Loan Agreement as hereby modified herein.

Section XV.Entire Agreement. This Amendment, together with the Loan Agreement, constitutes the entire agreement between Borrower and Lender with respect to subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof.

Section XVI.Incorporation of Recitals; Defined Terms. The recitals hereto are hereby incorporated into this Amendment as if fully set forth herein. All capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Loan Agreement.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their duly authorized representatives, all as of the day and year first above written.

BORROWER:

BB STREETSBORO LLC

XXXXXXXXX AT HALFMOON LLC

MOUNTAIN AIKEN SC LLC

MOUNTAIN ALTOONA LLC

MOUNTAIN BIRMINGHAM LLC

MOUNTAIN BUCKNER KY LLC

MOUNTAIN BUFFALO LLC

MOUNTAIN BURLINGTON LLC

MOUNTAIN CHATTANOOGA LLC

MOUNTAIN CINCINNATI LLC

MOUNTAIN COLUMBUS LLC

MOUNTAIN CONCORD NC II LLC

MOUNTAIN CONCORD NC LLC

MOUNTAIN CORPUS CHRISTI LLC

MOUNTAIN XXXXXXXXX LA LLC

MOUNTAIN CUDAHY LLC

MOUNTAIN EDINBURG TX LLC

MOUNTAIN EDWARDSVILLE KS LLC

MOUNTAIN FORT XXXXX LLC

MOUNTAIN FRANKFORT KY LLC

MOUNTAIN GRAND RAPIDS LLC

MOUNTAIN GREEN BAY LLC

MOUNTAIN IL LLC

MOUNTAIN INDIANAPOLIS II LLC

MOUNTAIN INDIANAPOLIS LLC

MOUNTAIN INDUSTRIAL PROPERTIES LLC

By: /s/ Xxxxxxx X. Xxxxxx, Xx.

Name: Xxxxxxx X. Xxxxxx, Xx.

Title: Chief Financial Officer and Treasurer

First Amendment to Loan Agreement (Floating)

MOUNTAIN KC MO LLC

MOUNTAIN KENTON OH LLC

MOUNTAIN KODAK TN LLC

MOUNTAIN LAFAYETTE IN LLC

MOUNTAIN LEBANON OH LLC

MOUNTAIN LEBANON TN LLC

MOUNTAIN LIVONIA LLC

MOUNTAIN MESQUITE LLC

MOUNTAIN O’FALLON MO LLC

MOUNTAIN OB MS LLC

MOUNTAIN OKC 3 LLC

MOUNTAIN OKC 4 LLC

MOUNTAIN OLATHE KS LLC

MOUNTAIN ORLANDO LLC

MOUNTAIN XXXXX PA LLC

MOUNTAIN RICHLAND MS LLC

MOUNTAIN RIDGELAND MS LLC

MOUNTAIN ROANOKE LLC

MOUNTAIN ROCHESTER MN LLC

MOUNTAIN SAUGET LLC

MOUNTAIN SAV 2 LLC

MOUNTAIN SAV LLC

MOUNTAIN SC LLC

MOUNTAIN SPRING TX LLC

MOUNTAIN TULSA LLC

MOUNTAIN TYLER TX LLC

MOUNTAIN URBANDALE IA LLC

MOUNTAIN WACO LLC

MOUNTAIN WS NC LLC

STOW PROSPER MT LLC

WHEELING PARTNERS LLC, each a Delaware limited liability company

By: /s/ Xxxxxxx X. Xxxxxx, Xx.

Name: Xxxxxxx X. Xxxxxx, Xx.

Title: Chief Financial Officer and Treasurer

First Amendment to Loan Agreement (Floating)


			LENDER:

			CITI REAL ESTATE FUNDING INC.

			By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President


			UBS AG

			By: /s/ Xxxxxx Xxxx Name:Xxxxxx Xxxx Title: Director

			By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director


			BANK OF AMERICA, N.A.

			By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Director


			BANK OF MONTREAL

			By: /s/ Xxxxxxx X. Xxxxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxxxx Title: Authorized Signatory


			XXXXXX XXXXXXX BANK, N.A.

			By: /s/ Xxxx Xxx Name: Xxxx Xxx Title: Authorized Signatory

First Amendment to Loan Agreement (Floating)

The undersigned hereby acknowledges and consents to Section III of this First Amendment to Loan Agreement and Other Loan Documents.

GUARANTOR:

MOUNTAIN INDUSTRIAL REIT LLC, a Delaware limited liability company

By: /s/ Xxxxxxx X. Xxxxxx, Xx.
Name: Xxxxxxx X. Xxxxxx, Xx.
Title: Chief Financial Officer and Treasurer

First Amendment to Loan Agreement (Floating)

SCHEDULE I

Borrower

1.BB Streetsboro LLC

2.Xxxxxxxxx at Halfmoon LLC

3.Mountain Aiken SC LLC

4.Mountain Altoona LLC

5.Mountain Birmingham LLC

6.Mountain Buckner KY LLC

7.Mountain Buffalo LLC

8.Mountain Burlington LLC

9.Mountain Chattanooga LLC

10.Mountain Cincinnati LLC

11.Mountain Columbus LLC

12.Mountain Concord NC II LLC

13.Mountain Concord NC LLC

14.Mountain Corpus Christi LLC

15.Mountain Xxxxxxxxx LA LLC

16.Mountain Cudahy LLC

17.Mountain Edinburg TX LLC

18.Mountain Edwardsville KS LLC

19.Mountain Fort Xxxxx LLC

20.Mountain Frankfort KY LLC

21.Mountain Grand Rapids LLC

22.Mountain Green Bay LLC

23.Mountain IL LLC

24.Mountain Indianapolis II LLC

25.Mountain Indianapolis LLC

26.Mountain Industrial Properties LLC

27.Mountain KC MO LLC

28.Mountain Kenton OH LLC

29.Mountain Kodak TN LLC

30.Mountain Lafayette IN LLC

31.Mountain Lebanon OH LLC

32.Mountain Lebanon TN LLC

33.Mountain Livonia LLC

34.Mountain Mesquite LLC

35.Mountain O’Fallon MO LLC

36.Mountain OB MS LLC

37.Mountain OKC 3 LLC

38.Mountain OKC 4 LLC

39.Mountain Olathe KS LLC

40.Mountain Orlando LLC

41.Mountain Xxxxx PA LLC

42.Mountain Richland MS LLC

43.Mountain Ridgeland MS LLC

44.Mountain Roanoke LLC

45.Mountain Rochester MN LLC

46.Mountain Sauget LLC

47.Mountain SAV 2 LLC

48.Mountain SAV LLC

49.Mountain SC LLC

50.Mountain Spring TX LLC

51.Mountain Tulsa LLC

52.Mountain Tyler TX LLC

53.Mountain Urbandale IA LLC

54.Mountain Waco LLC

55.Mountain WS NC LLC

56.Stow Prosper MT LLC

57.Wheeling Partners LLC

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FIRST AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS Dated and effective as of March 8, 2022 Among THE ENTITIES IDENTIFIED ON SCHEDULE I ATTACHED HERETO, collectively, as Borrower and CITI REAL ESTATE FUNDING INC., UBS AG, BANK OF AMERICA, N.A.,...

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