SEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Exhibit 10.1
SEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED
This Seventh Amendment to Second Amended and Restated Credit Agreement (this “Amendment”)
is made as of March 21, 2023, by and among PKST OP, L.P., a Delaware limited partnership f/k/a GRT OP, L.P., a Delaware limited partnership, having an address at Xxxxxxx
Capital Plaza, 0000 X. Xxxxx Xxxxxx, Xx Xxxxxxx, Xxxxxxxxxx 00000 (“Borrower”), KEYBANK NATIONAL ASSOCIATION (“KeyBank”), the other lending institutions which are
parties to this Amendment as “Lenders” (together with KeyBank, the “Lenders”) and KEYBANK NATIONAL ASSOCIATION, as Administrative Agent for the Lenders (the “Agent”). Unless otherwise defined herein, terms defined in the
Credit Agreement set forth below shall have the same meaning herein.
W I T N E S S E T H:
WHEREAS, the Borrower, the Agent, the Lenders and other financial institutions party thereto have entered into that certain Second Amended and
Restated Credit Agreement as of April 30, 2019, as amended by that certain First Amendment to Second Amended and Restated Credit Agreement dated as of October 1, 2020, that certain Second Amendment to Second Amended and Restated Credit Agreement
dated as of December 18, 2020, that certain Third Amendment to Second Amended and Restated Credit Agreement dated as of July 14, 2021, that certain Fourth Amendment to Second Amended and Restated Credit Agreement dated as of April 28, 2022, that
certain Fifth Amendment to Second Amended and Restated Credit Agreement dated as of September 28, 2022 and that certain Sixth Amendment to Second Amended and Restated Credit Agreement dated as of November 30, 2022 (collectively, the “Existing Credit Agreement”; and the Existing Credit Agreement as amended by this Amendment, the “Credit Agreement”); and
WHEREAS, the Borrower, the Agent and the Lenders (which constitute the Majority Lenders and all Extending Revolving Lenders) have agreed to amend
certain terms of the Existing Credit Agreement as set forth herein.
NOW, THEREFORE, in consideration of the mutual promises and agreements herein contained, the parties hereto hereby agree as follows:
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1.
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The Existing Credit Agreement is hereby amended as follows:
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| (a) |
Section 1.01 of the Existing Credit Agreement is hereby amended by deleting therefrom the following defined terms:
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“2024 Term Commitment”
“2024 Term Lender”
“2024 Term Loan”
“2024 Term Loan Applicable Percentage”
“2024 Term Loan Maturity Date”
1
“SpinCo Transaction”
| (b) |
Section 1.01 of the Existing Credit Agreement is hereby amended by adding thereto the following defined terms:
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“Extending Revolving Lenders” means each of the Revolving Lenders having an Extended
Revolving Commitment as shown on Schedule 2.01 and their respective successors and assigns.
“Extended Revolving Commitment” means the Revolving Commitment of each Extending
Revolving Lender as of the Seventh Amendment Effective Date which is subject to the Fourth Extension pursuant to Section 2.19(a). Notwithstanding anything to the contrary herein, the
Extended Revolving Commitment is not a separate Class from the Revolving Commitment but is a subset of the Revolving Commitment.
“First Extension” has the meaning set forth in Section 2.19(a).
“Fourth Extension” has the meaning set forth in Section 2.19(a).
“Non-Extending Revolving Lenders” means all of the Revolving Lenders other than the
Extending Revolving Lenders.
“Second Extension” has the meaning set forth in Section 2.19(a).
“Seventh Amendment Effective Date” means March 21, 2023.
“Third Extension” has the meaning set forth in Section 2.19(a).
| (c) |
The definition of “Applicable Rate” set forth in Section 1.01 of the Existing Credit Agreement is hereby amending by deleting the table set forth in subsection (a) thereof in its entirety and
replacing it with the following:
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Level
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Consolidated
Leverage
Ratio
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Applicable
Rate for
Revolving
Loans that
are SOFR
Loans |
Applicable
Rate for
Revolving
Loans of
the
Extending Revolving
Lenders
that are
SOFR
Loans
after June
30, 2024
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Applicable
Rate for
Revolving
Loans that
are Base
Rate
Loans
|
Applicable
Rate for
Revolving
Loans of
the
Extending Revolving
Lenders
that are
Base Rate
Loans
after June
30, 2024
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Applicable
Rate for
2025 and
2026
Term
Loans that
are SOFR
Loans
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Applicable
Rate for
2025 and
2026Term
Loans that
are Base
Rate Loans
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1
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Less than 45%
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1.30%
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1.55%
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.30%
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.55%
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1.25%
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.25%
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2
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Greater than or equal to 45% but less than 50%
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1.45%
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1.70%
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.45%
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.70%
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1.40%
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.40%
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3
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Greater than or equal to 50% but less than 55%
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1.60 %
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1.85%
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.60%
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.85%
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1.55 %
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.55%
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4
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Greater than or equal to 55% but less than 60%
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1.90%
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2.15%
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.90%
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1.15%
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1.85%
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.85%
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5
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Greater than or equal to 60%
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2.20%
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2.45%
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1.20%
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1.45%
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2.15%
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1.15%
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| (d) |
The definition of “Applicable Rate” set forth in Section 1.01 of the Existing Credit Agreement is hereby amending by deleting the table set forth in subsection (b) thereof in its entirety and
replacing it with the following:
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Investment
Grade Rating
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Applicable
Rate for
Revolving
Loans that are
SOFR Loans
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Applicable
Rate for
Revolving
Loans of
Extending Revolving
Lenders that
are SOFR
Loans after
June 30, 2024
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Revolver
Facility Fee
Rate
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Applicable
Rate for Revolving
Loans that
are Base
Rate Loans
|
Applicable
Rate for Revolving
Loans of the
Extending
Revolving
Lenders that
are Base
Rate Loans
after June
30, 2024
|
Applicable
Rate for
2025 and
2026 Term
Loans that
are SOFR
Loans
|
Applicable
Rate for
2025 and
2026Term
Loans that
are Base
Rate Loans
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Pricing Level 1
At least A- or A3
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0.825%
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1.075%
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.125%
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0.000%
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0.250%
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0.900%
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0.000%
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Pricing Level 2
At least BBB+ or Baa1
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0.875%
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1.125%
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.150%
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0.000%
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0.250%
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0.950%
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0.000%
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Pricing Level 3
At least BBB or Baa2
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1.000%
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1.250%
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.200%
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0.000%
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0.250%
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1.100%
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0.100%
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Pricing Level 4
At least BBB- or Baa3
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1.200%
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1.450%
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.250%
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0.200%
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0.450%
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1.350%
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0.350%
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Pricing Level 5
Below BBB-, Baa3 or unrated
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1.550%
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1.800%
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.300%
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0.550%
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0.800%
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1.750%
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0.750%
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3
| (e) |
The definition of “Borrowing Base Availability” set forth in Section 1.01 of the Existing Credit Agreement is hereby deleted and replaced in its entirety with the following:
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“Borrowing Base Availability” means, as adjusted from time to time pursuant to the
terms hereof, the following: the lesser of (a) a Loan amount such that the Unsecured Leverage Ratio would not exceed sixty percent (60%) (which ratio may increase to sixty-five percent (65%) for a maximum of four (4) consecutive calendar quarters
following a Material Acquisition; provided, that without the prior written consent of the Administrative Agent, no more than two (2) such increases to 65% may occur); or (b) a Loan amount which would provide an Unsecured Interest Coverage Ratio of
no less than 2.00:1.00. In each case, the foregoing ratios shall be calculated on a pro forma basis to give effect to any acquisitions and dispositions made after the date of the financial statements with respect to the most recently delivered
Compliance Certificate pursuant to Section 5.01(c) and any acquisitions to be made with the proceeds of any new borrowing under the Loans.
| (f) |
The definition of “Revolving Loan Maturity Date” set forth in Section 1.01 of the Existing Credit Agreement is hereby deleted and replaced in its entirety with the following:
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““Revolving Loan Maturity Date” means September 30, 2023, as the same may be extended
in accordance with Section 2.19 (including, solely with respect to the Extended Revolving Commitment, the Fourth Extension).”
| (g) |
Sections 2.01(b) and 2.09(c) of the Existing Credit Agreement and any and all references in the Existing Credit Agreement to the “2024 Term Commitment”, “2024 Term Lender”, “2024 Term Loan”, “2024
Term Loan Applicable Percentage”, and “2024 Term Loan Maturity Date” are hereby deleted in their entirety and, with respect to the deletion of Sections 2.01(b) and 2.09(c), replaced with “[Reserved]”.
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| (h) |
Section 2.11(g) of the Existing Credit Agreement is hereby deleted in its entirety and replaced with the following:
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4
“(g) In the event that the Revolving Loan
Maturity Date is extended in accordance with the terms of Section 2.19, the Borrower agrees to pay to the Administrative Agent (i) in connection with the First Extension, the Second Extension and the Third Extension, for the account of each
Revolving Lender, an extension fee in connection with each such extension equal to 0.05% of the aggregate Revolving Commitments of the Revolving Lenders on the first effective day of each such extension and (ii) in connection with the Fourth
Extension, for the account of each Extending Revolving Lender only, an extension fee in connection with such extension equal to 0.20% of the aggregate Extended Revolving Commitments of the Extending Revolving Lenders on the first effective day
of such extension.”
| (i) |
Section 2.19(a) of the Existing Credit Agreement is hereby deleted in its entirety and replaced with the following:
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“(a) So long as no Event of Default or Default
shall be in existence on the date on which notice is given in accordance with the following clause (i) and on the then-effective Revolving Loan Maturity Date, Borrower may extend the Revolving Loan Maturity Date, first, to December 30, 2023
(the “First Extension”), and following any such First Extension, second, to March 30, 2024 (the “Second Extension”), and
following any such Second Extension, third, to June 30, 2024 (the “Third Extension”), and, finally, solely with respect to the Extended Revolving Commitments held by the Extending
Revolving Lenders (all other Revolving Commitments to terminate in June 30, 2024 and be due and payable upon such expiration), to January 31, 2026 (the “Fourth Extension”), in each
case upon satisfaction of the following: (i) delivery of a written request to Administrative Agent at least thirty (30) days, but no more than sixty (60) days, prior to the Revolving Loan Maturity Date then in effect; (ii) payment to
Administrative Agent for the benefit of the Revolving Lenders or the Extending Revolving Lenders, as applicable, of the extension fee set forth in Section 2.11(g), which fee shall be
payable on or before the then applicable Revolving Loan Maturity Date; (iii) payment by Borrower of all fees and expenses to Administrative Agent and the Lenders to the extent then due, (iv) with respect to the Fourth Extension, repayment in
full of all Obligations owed to the Non-Extending Revolving Lenders, with each Extending Revolving Lender agreeing to such non-pro rata payment, and (v) with respect to the Fourth Extension, the Parent shall have consummated a direct listing of
the Parent’s common Equity Interests, resulting in such common Equity Interests being traded on the New York Stock Exchange prior to June 30, 2024. Such extension shall be evidenced by delivery of written confirmation of the same by
Administrative Agent to Xxxxxxxx, but Administrative Agent’s failure to timely deliver the notice shall not affect Xxxxxxxx’s right to extend so long as the conditions contained herein are satisfied.”
| (j) |
Section 5.02(a) of the Existing Credit Agreement is hereby deleted in its entirety and replaced with the following:
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5
“(a) a Consolidated Leverage Ratio of not
greater than sixty percent (60%) at all times, or for a maximum of four (4) consecutive calendar quarters following a Material Acquisition, sixty five percent (65%); provided, that without the prior written consent of the Administrative Agent,
no more than two (2) such increases to 65% may occur;”
| (k) |
Section 5.02(b) of the Existing Credit Agreement is hereby deleted in its entirety and replaced with the following:
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“(b) Tangible Net Worth of not less than the
sum of (i) $1,000,000,000.00, plus (ii) (A) seventy-five percent (75%) of the net proceeds (gross proceeds less reasonable and customary costs of sale and issuance paid to Persons not Affiliates of any Credit Party) received by the Parent or
the Borrower at any time from the issuance of stock (whether common, preferred or otherwise) of the Parent or the Borrower after the Seventh Amendment Effective Date, plus (B) seventy-five percent (75%) of the amount of operating partnership
units of the Borrower issued after the Seventh Amendment Effective Date, minus (iii) seventy-five percent (75%) of the amount of any payments that are used to redeem stock (whether common, preferred or otherwise) of the Parent or the Borrower
or to redeem operating partnership units of the Parent after the Seventh Amendment Effective Date, minus (iv) any amounts paid for the redemption or retirement of, or any accrued return on, the preferred equity issued under the 2018 Preferred
Documents;”
| (l) |
Section 5.02(d) of the Existing Credit Agreement is hereby deleted in its entirety and replaced with the following:
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“a maximum Secured Debt Ratio of not greater than forty percent (40%) of Total Asset Value or, for a maximum of four (4) consecutive calendar
quarters following a Material Acquisition financed principally with Secured Debt, forty five percent (45%); provided, that without the prior written consent of the Administrative Agent, no more than two (2) such increases to 45% may occur;”
| (m) |
Section 5.02(h) of the Existing Credit Agreement is hereby deleted in its entirety and replaced with the following:
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“(h) A maximum Unsecured Leverage Ratio of no
greater than sixty percent (60%) or for a maximum of four (4) consecutive calendar quarters following a Material Acquisition, sixty five percent (65%); provided, that without the prior written consent of the Administrative Agent, no more than
two (2) such increases to 65% may occur.”
| (n) |
Sections 6.05 of the Existing Credit Agreement is hereby deleted in its entirety and replaced with the following:
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6
“SECTION 6.05 Restricted Payments. The Parent will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, during any calendar month, any Restricted Payment,
except that any of the following Restricted Payments are permitted: (a) Restricted Payments by the Parent required to comply with Section 5.15(e) and to otherwise avoid the payment of
any income and/or excise taxes imposed under the Code, however there shall not be any implied requirement that the Parent utilize the dividend deferral options in Section 857(b)(9) or Section 858(a) of the Code, (b) provided no Default or Event
of Default is then in existence, Restricted Payments made by the Borrower and/or Parent to its respective equity holders in the form of dividends or distributions, other than special distributions of extraordinary non-recurring income, (c)
Restricted Payments declared and paid by Subsidiaries to Borrower, Parent and/or any other Subsidiary (and, in the case of a Subsidiary that is not a wholly owned Subsidiary, distributions to any Person entitled to such distributions made by
such Subsidiary ratably in accordance with the interest held by such Person or otherwise as may be required pursuant to the organizational documents of such Subsidiary) with respect to their capital stock or equity interest, (d) Restricted
Payments pursuant to any employee or director equity or stock option plan entered into in the ordinary course of business, (e) Restricted Payments of the type described in clause (a) declared and paid by any Subsidiary intended to be treated as
a REIT under the Code with respect to such Subsidiary’s REIT status and taxation, and (f) Restricted Payments by the Parent for the redemption or retirement, in full or in part, of the preferred equity issued under the 2018 Preferred Documents”
| (o) |
Schedule 2.01 of the Existing Credit Agreement is hereby deleted in its
entirety and replaced with Schedule 2.01 attached hereto and made a part hereof.
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| (p) |
Exhibit B of the Existing Credit Agreement is hereby deleted in its
entirety and replaced with Exhibit B attached hereto and made a part hereof.
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2.
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Representations and Warranties.
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(a) The Credit
Parties hereby represent, warrant and covenant with Agent and Xxxxxxx that, as of the date hereof:
(i) the
representations and warranties of the Borrower and each other Credit Party contained in the Credit Agreement or any other Loan Document are true, correct and complete in all material respects on and as of the date hereof, except to the extent
such representations and warranties (i) relate solely to an earlier date (in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date) or (ii) have been
modified to reflect events occurring after the Amendment Effective Date (as defined below), as the same have been disclosed publicly or in writing to the Agent on or before the date hereof or are permitted or not prohibited under the Loan
Documents;
7
(ii) this Amendment
constitutes the legal, valid and binding obligation of the Borrower and is enforceable against it in accordance with its terms, without defense, counterclaim or offset. Except as hereby specifically amended or modified, the Existing Credit
Agreement and the other Loan Documents are hereby confirmed and ratified in all respects and shall be and remain in full force and effect according with their respective terms, subject to applicable bankruptcy, insolvency, reorganization,
moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law;
(iii) the execution of
this Amendment shall not operate as a waiver of any right, power or remedy of the Agent or the Lenders, and shall not be deemed to be a novation of the Obligations of the Credit Parties; and
(iv) no event has
occurred and is continuing which constitutes a Default or an Event of Default.
3. Conditions to Effectiveness. This Amendment shall not be effective until the date (the “Amendment Effective Date”) on which each of the following conditions
precedent has been fulfilled to the reasonable satisfaction of the Agent on or prior to the date of this Amendment:
| (a) |
This Amendment shall have been duly executed and delivered by the Credit Parties, the Administrative Agent and the Lenders (which shall constitute Majority Lenders and all Extending Revolving
Lenders).
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| (b) |
All action on the part of the Credit Parties necessary for the valid execution, delivery and performance by the Credit Parties of this Amendment shall have been duly and effectively taken.
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| (c) |
After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing.
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| (d) |
Repayment in full of the 2024 Term Loan.
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4. Except as expressly amended hereby,
the remaining terms and conditions of the Existing Credit Agreement shall continue in full force and effect. All future references to the “Credit Agreement” shall be deemed to be references to the Existing Credit Agreement as amended by this
Amendment and each reference to “hereof,” “hereunder,” “herein” or “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Credit Agreement shall from and after the date
hereof refer to the Existing Credit Agreement as amended by this Amendment. Each Credit Party hereby ratifies, confirms and reaffirms all of the terms and conditions of the
Credit Agreement and each of the other Loan Documents, and further acknowledges and agrees that all of the terms and conditions of the Credit Agreement and the other Loan Documents shall remain in full force and effect, in each case, except
as expressly provided in this Agreement.
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5. This Amendment
shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto.
6. This Amendment, which may be executed in multiple counterparts, constitutes the entire agreement of the parties regarding the matters contained herein and shall not be modified by any prior oral or
written discussions. Delivery of an executed counterpart of a signature page of this Amendment by telecopy or other electronic imaging transmission (e.g. PDF by email) shall be effective as delivery of a manually executed counterpart of this
Amendment. The Credit Parties hereby ratify, confirm and reaffirm all of the terms and conditions of the Existing Credit Agreement, and each of the other Loan Documents, and further acknowledge and agree that all of the terms and conditions of
the Existing Credit Agreement shall remain in full force and effect except as expressly provided in this Amendment. This Amendment constitutes a Loan Document for all purposes under the Credit Agreement.
7. Any determination that any provision
of this Amendment or any application hereof is invalid, illegal or unenforceable in any respect and in any instance shall not affect the validity, legality or
enforceability of such provision in any other instance, or the validity, legality or enforceability of any other provisions of this Amendment.
8. This Amendment shall be governed by
and construed in accordance with the laws of the State of New York.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the undersigned has executed and delivered this Amendment under seal as of the date first written above.
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BORROWER:
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PKST OP, L.P., a Delaware limited partnership
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By:
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a Maryland corporation, its General Partner
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By:
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/s/ Xxxxxx Xxxxx
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Name:
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Xxxxxx Xxxxx
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Title:
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Chief Financial Officer
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[Signatures continued on next page.]
[Signature Page to Seventh Amendment to Second Amended and Restated Credit Agreement]
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ADMINISTRATIVE AGENT AND LENDER:
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KEYBANK, NATIONAL ASSOCIATION,
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individually and as Administrative Agent, Swingline Lender and Issuing Bank
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By:
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Xxxxxxxxxxx X. Xxxx
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Name:
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Xxxxxxxxxxx X. Xxxx
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Title:
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Senior Banker
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[Signature Page to Seventh Amendment to Second Amended and Restated Credit Agreement]
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LENDER:
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CAPITAL ONE, NATIONAL ASSOCIATION
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By:
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/s/ Xxxxxx Xxxxxx
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Name:
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Xxxxxx Xxxxxx
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Title:
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Vice President
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[Signature Page to Seventh Amendment to Second Amended and Restated Credit Agreement]
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LENDER:
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TRUIST BANK, f/k/a Branch Banking and Trust Company, successor by merger to SunTrust Bank
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By:
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/s/ Xxxx Xxxxxx
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Name:
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Xxxx Xxxxxx
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Title:
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Director
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[Signature Page to Seventh Amendment to Second Amended and Restated Credit Agreement]
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LENDER:
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XXXXX FARGO BANK, NATIONAL ASSOCIATION
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By:
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/s/ Xxxxxxxx Xxxxxxx
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Name:
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Xxxxxxxx Xxxxxxx
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Title:
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Vice President
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[Signature Page to Seventh Amendment to Second Amended and Restated Credit Agreement]
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LENDER:
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BANK OF AMERICA, N.A.
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By:
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/s/ Xxxxxx Xxxx
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Name:
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Xxxxxx Xxxx
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Title:
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Vice President
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[Signature Page to Seventh Amendment to Second Amended and Restated Credit Agreement]
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LENDER:
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U.S. BANK NATIONAL ASSOCIATION
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By:
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/s/ Xxxxxxx X. Xxxxxx
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Name:
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Xxxxxxx X. Xxxxxx
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Title:
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Vice President
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[Signature Page to Seventh Amendment to Second Amended and Restated Credit Agreement]
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LENDER:
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FIFTH THIRD BANK, NATIONAL ASSOCIATION
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By:
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/s/ Xxxxxxx Xxxxxx
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Name:
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Xxxxxxx Xxxxxx
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Title:
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Senior Vice President
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[Signature Page to Seventh Amendment to Second Amended and Restated Credit Agreement]
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LENDER:
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ASSOCIATED BANK, NATIONAL ASSOCIATION
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By:
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/s/ Xxxxxxxx Xxxx
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Name:
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Xxxxxxxx Xxxx
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Title:
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Vice President
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[Signature Page to Seventh Amendment to Second Amended and Restated Credit Agreement]
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LENDER:
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REGIONS BANK
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By:
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/s/ Xxxxxx X. Xxxxxxxxxxx
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Name:
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Xxxxxx X. Xxxxxxxxxxx
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Title:
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Vice President
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[Signature Page to Seventh Amendment to Second Amended and Restated Credit Agreement]
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LENDER:
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BMO XXXXXX BANK N.A.
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By:
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/s/ Xxxxx Xxxxxxxxx
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Name:
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Xxxxx Xxxxxxxxx
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Title:
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Managing Director
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LENDER:
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PNC BANK, NATIONAL ASSOCIATION
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By:
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/s/ Xxxxx X. Xxxxxxxxxx
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Name:
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Xxxxx X. Xxxxxxxxxx
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Title:
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Senior Vice President
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[Signature Page to Seventh Amendment to Second Amended and Restated Credit Agreement]
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LENDER:
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XXXXXXX XXXXX BANK USA
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By:
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/s/ Xxxxxxxx Xxxxxxx
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Name:
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Xxxxxxxx Xxxxxxx
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Title:
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Authorized Signatory
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LENDER:
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COMERICA BANK
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By:
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/s/ Xxxxxxx Xxxxxxx
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Name:
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Xxxxxxx Xxxxxxx
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Title:
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Vice President
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LENDER:
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SYNOVUS BANK
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By:
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/s/ Xxxx Xxxxx
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Name:
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Xxxx Xxxxx
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Title:
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Director
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[Signature Page to Seventh Amendment to Second Amended and Restated Credit Agreement]
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LENDER:
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FIRST HORIZON BANK (f/k/a First Tennessee Bank national Association)
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By:
|
/s/ Xxxx X. Xxxxxxx
|
||
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Name:
|
Xxxx X. Xxxxxxx
|
||
|
Title:
|
Senior Vice President
|
||
[Signatures continued on next page.]
[Signature Page to Seventh Amendment to Second Amended and Restated Credit Agreement]
GUARANTOR CONFIRMATION
The undersigned hereby acknowledge and agree to the foregoing Seventh Amendment to Second Amended and Restated Credit Agreement
and acknowledge and agree that they remain obligated for the various obligations and liabilities, as applicable, set forth in that certain Guaranty (as supplemented, the "Guaranty") dated April 30, 2019, executed by each of the undersigned in favor
of the Agent, which Guaranty remains in full force and effect.
|
GUARANTOR:
|
|||
|
By:
|
/s/ Xxxxxx X. Xxxxx
|
||
|
Name:
|
Xxxxxx X. Xxxxx
|
||
|
Title:
|
Chief Financial Officer and Treasurer
|
||
|
XXXXXXX (XXXXXX) ESSENTIAL ASSET REIT II, L.P., a Delaware limited partnership
|
|||
|
By:
|
XXXXXXX (XXXXXX) ESSENTIAL ASSET REIT
II GP, LLC, a Delaware limited liability company
|
||
|
By:
|
PKST OP, L.P., a Delaware limited partnership
|
||
|
By:
|
||||||
|
its General Partner
|
||||||
|
By:
|
/s/ Xxxxxx
X. Xxxxx
|
|||||
|
Name:
|
Xxxxxx X. Xxxxx
|
|||||
|
Title:
|
Chief Financial Officer and Treasurer
|
|||||
[Signatures Continue on the Following Page]
[Signature Page to Seventh Amendment to Second Amended and Restated Credit Agreement]
XXXXXXX (GROVEPORT) ESSENTIAL ASSET REIT II, LLC
XXXXXXX (ANDOVER) ESSENTIAL ASSET REIT II, LLC
XXXXXXX (PARSIPPANY 14) ESSENTIAL ASSET REIT II, LLC
XXXXXXX (XXXXXXX 300) ESSENTIAL ASSET REIT II, LLC
XXXXXXX (XXXXXXX 500) ESSENTIAL ASSET REIT II, LLC
XXXXXXX (AUBURN HILLS) ESSENTIAL ASSET REIT II, LLC
XXXXXXX (NORTH CHARLESTON) ESSENTIAL ASSET REIT II, LLC,
XXXXXXX (PARSIPPANY 10) ESSENTIAL ASSET REIT II, LLC
XXXXXXX (LONE TREE) ESSENTIAL ASSET REIT II, LLC
XXXXXXX (CARMEL) ESSENTIAL ASSET REIT II, LLC
THE GC NET LEASE (GV QUEBEC COURT) INVESTORS, LLC
THE GC NET LEASE (ARLINGTON HEIGHTS) INVESTORS, LLC
THE GC NET LEASE (XXXXX PARK) INVESTORS, LLC
THE GC NET LEASE (WESTMINSTER) INVESTORS, LLC
THE GC NET LEASE (PHOENIX XXXXXXXXX) INVESTORS, LLC
THE GC NET LEASE (HOUSTON WESTGATE III) INVESTORS, LLC
THE GC NET LEASE (LONE TREE) INVESTORS, LLC
THE GC NET LEASE (FORT MILL) INVESTORS, LLC,
THE GC NET LEASE (FORT MILL II) INVESTORS, LLC,
THE GC NET LEASE (LAKELAND) INVESTORS, LLC,
THE GC NET LEASE (SCOTTSDALE) INVESTORS, LLC,
THE GC NET LEASE (SCOTTSDALE II) INVESTORS, LLC,
THE GC NET LEASE (SAVANNAH) INVESTORS, LLC,
THE GC NET LEASE (HERITAGE III) INVESTORS, LLC,
THE GC NET LEASE (CRANBERRY) INVESTORS, LLC,
THE GC NET LEASE (GREENWOOD VILLAGE) INVESTORS, LLC,
each a Delaware limited liability company
|
By:
|
PKST OP, L.P., a Delaware limited partnership
|
|||||
|
By:
|
||||||
|
its General Partner
|
||||||
| |
By: |
/s/ Xxxxxx Xxxxx
|
||||
|
Name:
|
Xxxxxx Xxxxx
|
|||||
|
Title:
|
Chief Financial Officer
|
|||||
[Signatures Continue on the Following Page]
[Signature Page to Seventh Amendment to Second Amended and Restated Credit Agreement]
THE GC NET LEASE (COLUMBIA) INVESTORS, LLC,
a Delaware limited liability company
| By: |
THE POINT AT XXXXX STREET REIT, LLC, a Delaware limited liability company
|
| By: |
FRANKLIN CENTER MEMBER, LLC, a Delaware limited liability company
|
| By: |
SOR OPERATING PARTNERSHIP, LLC, a Delaware limited liability company
|
| By: |
PKST OP, L.P., a Delaware limited partnership
|
| By: |
its General Partner
|
By:
|
/s/ Xxxxxx X. Xxxxx
|
||
|
Name:
|
Xxxxxx X. Xxxxx
|
||
|
Title:
|
Chief Financial Officer and Treasurer
|
||
[Signatures Continue on the Following Page]
[Signature Page to Seventh Amendment to Second Amended and Restated Credit Agreement]
ARCP OFC BURLINGTON MA, LLC,
ARCP OFC HUNTSVILLE AL, LLC,
ARCP ID BELLEVUE OH, LLC,
ARCP OFC SAN ANTONIO TX, LLC,
ARCP OFC PHOENIX (CENTRAL) AZ, LLC,
ARCP OFC JOHNSTON IA (PHASE II), LLC,
ARCP OFC BURLINGTON MA (PHASE 2), LLC,
VEREIT OFC LINCOLN HILL PA, LLC,
VEREIT OFC PHOENIX AZ, LLC,
VEREIT OFC TYLER TX, LLC,
CIM OFC PLATTEVILLE CO, LLC,
CIM OFC ANDOVER MA, LLC,
CIM OFC SPARKS MD, LLC,
CIM OFC MEMPHIS TN, LLC,
CIM OFC ANDOVER (TECH) MA, LLC,
CIM OFC XXXX VALLEY MD, LLC,
each a Delaware limited liability company
| By: |
XXXX CORPORATE INCOME OPERATING PARTNERSHIP II, LP, a Delaware limited partnership, its sole member
|
| By: |
GRT OP (CARDINAL NEW GP SUB), LLC, a Delaware limited liability company, its General Partner
|
| By: |
PKST OP, L.P., a Delaware limited partnership, its sole member
|
| By: |
its General Partner
| By: |
/s/ Xxxxxx X. Xxxxx |
||
| Name: |
Xxxxxx X. Xxxxx | ||
| Title: |
Chief Financial Officer, Treasurer and Interim Chief Investment Officer
|
||
[Signatures Continue on the Following Page]
[Signature Page to Seventh Amendment to Second Amended and Restated Credit Agreement]
CIM OFC SAN DIEGO CA, LP,
a Delaware limited partnership
| By: |
CIM GP OFC San Diego CA, LLC, a Delaware limited liability company, its General Partner
|
| By: |
XXXX CORPORATE INCOME OPERATING PARTNERSHIP II, LP, a Delaware limited partnership, its sole member
|
| By: |
GRT OP (CARDINAL NEW GP SUB), LLC, a Delaware limited liability company, its General Partner
|
| By: |
PKST OP, L.P., a Delaware limited partnership, its sole member
|
| By: |
its General Partner
| By: |
/s/ Xxxxxx X.
Xxxxx |
||
| Name: |
Xxxxxx X. Xxxxx | ||
| Title: |
Chief Financial Officer, Treasurer and Interim Chief Investment Officer
|
||
[Signatures Continue on the Following Page]
[Signature Page to Seventh Amendment to Second Amended and Restated Credit Agreement]
THE GC NET LEASE (WAKE FOREST) INVESTORS, L.P., a
Delaware limited partnership
| By: |
The GC Net Lease (Wake Forest) GP, LLC, a Delaware limited liability company, its General Partner
|
| By: |
Xxxx Corporate Income Operating Partnership II, LP, a Delaware limited partnership, its sole member
|
| By: |
GRT OP (Cardinal New GP Sub), LLC, a Delaware limited liability company, its General Partner
|
| By: |
PKST OP, L.P., a Delaware limited partnership, its sole member
|
| By: |
its General Partner
| By: |
/s/ Xxxxxx X. Xxxxx |
||
| Name: |
Xxxxxx X. Xxxxx | ||
| Title: |
Chief Financial Officer, Treasurer and Interim Chief Investment Officer
|
||
[Signature Page to Seventh Amendment to Second Amended and Restated Credit Agreement]
