FIRST AMENDMENT TO AMENDED AND RESTATED PROPERTY MANAGEMENT AND LEASING AGREEMENT
Exhibit 10.6
FIRST AMENDMENT TO AMENDED AND RESTATED
PROPERTY MANAGEMENT AND LEASING AGREEMENT
This FIRST AMENDMENT TO AMENDED AND RESTATED PROPERTY MANAGEMENT AND LEASING AGREEMENT (this “Amendment”), is entered into as of April 9, 2018, by and among HEALTHCARE TRUST, INC., a Maryland corporation (the “Company”), HEALTHCARE TRUST OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “OP”), and HEALTHCARE TRUST PROPERTIES, LLC, a Delaware limited liability company (the “Property Manager”).
WHEREAS, the Company, the OP and the Property Manager entered into the Amended and Restated Property Management and Leasing Agreement dated as of February 17, 2017 (the “Property Management Agreement”);
WHEREAS, pursuant to the Property Management Agreement, the Property Manager provides management and leasing services for certain Properties owned or leased by direct and indirect subsidiaries (“Subsidiaries”) of each of the Company and the OP;
WHEREAS, the Company is the general partner of the OP, and the OP is either (i) the sole member of the Subsidiaries or (ii) the managing member of a Joint Venture that is the sole member of the Subsidiaries;
WHEREAS, the Company entered into the Property Management Agreement on behalf of the OP and each Subsidiary, and the OP entered into the Property Management Agreement on behalf of each Subsidiary;
WHEREAS, the parties wish to clarify certain provisions of the Property Management Agreement;
NOW, THEREFORE, in consideration of the promises and mutual agreements herein contained, the parties hereto, intending to be legally bound hereby, agree to amend the Agreement as herein stated.
1. Defined Terms.
All capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such terms in the Property Management Agreement.
2. Confirmation of the Parties’ Mutual Intent.
The Company, the OP and the Property Manager each hereby confirms its intent and understanding that references in the Property Management Agreement to the Company mean “the Company on behalf of the OP”; references to the OP mean “the OP on behalf of each Subsidiary”; and that references to the Owner mean, as the context may require, “any” or “each” “Subsidiary as the actual owner or lessee of its Property”.
3. Amendments.
a. The defined term “Owner” in Section 1.13 of the Property Management Agreement is amended and restated in its entirety as follows:
“Owner” means, as the context may require, “any” or “each” Subsidiary, as the actual owner or lessee of its Property. The Owners are listed on Schedule I hereto, which schedule may be updated from time to time to reflect the addition or deletion of one or more Owners.
b. The defined term “Subsidiary” is hereby added in Article I of the Property Management Agreement as follows:
“Subsidiary” means an entity that is a direct or indirect subsidiary of the OP that owns or leases any Property; provided, however, for those Properties that are owned by a Subsidiary and leased to another Subsidiary, references to the Subsidiary shall mean the Subsidiary that leases the Property.
2. Reaffirmation. Each party hereby affirms and reaffirms the Property Management Agreement.
3. Miscellaneous.
a. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York, without regard to the principles of conflicts of law thereof.
b. Integration. This Amendment and the documents referred to, comprising or relating to this Amendment constitute the sole agreement of the parties with respect to the subject matter hereof and thereof and supersede all oral negotiations and prior writings with respect to the subject matter hereof and thereof.
c. Amendment and Waiver. No amendment of this Amendment, and no waiver, discharge or termination of any one or more of the provisions hereof, shall be effective unless set forth in writing and signed by all of the parties hereto.
d. Counterparts. This Amendment may be executed in any number of counterparts and by the different parties on separate counterparts and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute one and the same Amendment.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written.
| COMPANY: | |||
| HEALTHCARE TRUST, INC., | |||
| a Maryland corporation | |||
| By: | /s/ Xxxxx X. Xxxxx | ||
| Name: Xxxxx X. Xxxxx | |||
| Title: CFO | |||
| OP: | |||
| HEALTHCARE TRUST OPERATING PARTNERSHIP, L.P., | |||
| a Delaware limited partnership | |||
| By: | Healthcare Trust, Inc., its general partner | ||
| By: | /s/ Xxxxx X. Xxxxx | ||
| Name: Xxxxx X. Xxxxx | |||
| Title: CFO | |||
| PROPERTY MANAGER: | |||
| HEALTHCARE TRUST PROPERTIES, LLC, | |||
| a Delaware limited liability company | |||
| By: | /s/ Xxxxxxx Xxxxxxxx | ||
| Name: Xxxxxxx Xxxxxxxx | |||
| Title: Authorized Signatory | |||
SCHEDULE 1
| Subsidiary |
| ARHC FMWEDAL01, LLC |
| ARHC AHJACOH01, LLC |
| ARHC OCWMNLA01, LLC |
| ARHC CMLITCO01, LLC |
| ARHC OLOLNIL01, LLC |
| ARHC SCTEMTX01, LLC |
| ARHC GHGVLSC01, LLC |
| ARHC AMGLNAZ01, LLC |
| ARHC XXXXXXX00, LLC |
| ARHC VCSTOGA01, LLC |
| ARHC SFSTOGA01, LLC |
| ARHC BGBOWMD01, LLC |
| ARHC SCBTHNY01, LLC |
| ARHC SCBTHNY02, LLC |
| ARHC PMCPKNY01, LLC |
| ARHC BCKNGNY01, LLC |
| ARHC MCNWDNY01, LLC |
| ARHC CCSCNNY01, LLC |
| ARHC CAROCMI01, LLC |
| ARHC CAROCMI02, LLC |
| ARHC XXXXXXX00, LLC |
| ARHC CSCLWFL01, LLC |
| ARHC SAVENFL01, LLC |
| ARHC LPELKCA01, LLC |
| ARHC XXXXXXX00, LLC |
| ARHC BPBUFMO01, LLC |
| ARHC XXXXXXX00, LLC |
| ARHC GYHSVMO01, LLC |
| ARHC BSHUMMO01, LLC |
| ARHC CALEWMO01, LLC |
| ARHC MCMSHMO01, LLC |
| ARHC GGPOTMO01, LLC |
| ARHC EMRAYMO01, LLC |
| ARHC HBTPAFL01, LLC |
| ARHC HBTPAFL01 TRS, LLC |
| ARHC ARCLRMI01, LLC |
| ARHC ARCLRMI01 TRS, LLC |
| ARHC XXXXXXX00, LLC |
| ARHC SMMDSIA01, LLC |
| ARHC SPPLSIA01, LLC |
| ARHC PHCRPIA01, LLC |
| ARHC PHTIPIA01, LLC |
| ARHC PSINDIA01, LLC |
| ARHC PHOTTIA01, LLC |
| ARHC SBBURIA01 TRS, LLC |
| ARHC SCCRLIA01 TRS, LLC |
| ARHC XXXXXXX00 TRS, LLC |
| ARHC SMMDSIA01 TRS, LLC |
| ARHC SPPLSIA01 TRS, LLC |
| ARHC SMMTEIA01 TRS, LLC |
| ARHC PHCRPIA01 TRS, LLC |
| ARHC PHCTNIA01 TRS, LLC |
| ARHC PHDESIA01 TRS, LLC |
| ARHC PHTIPIA01 TRS, LLC |
| ARHC PSINDIA01 TRS, LLC |
| ARHC PHOTTIA01 TRS, LLC |
| ARHC CSKENMI01, LLC |
| ARHC GOFENMI01, LLC |
| ARHC LCDIXIL01, LLC |
| ARHC PCPLSMI01, LLC |
| ARHC PCCHEMI01, LLC |
| ARHC PPDWTMI01, LLC |
| ARHC PPCLRMI01, LLC |
| ARHC PPGBLMI01, LLC |
| ARHC XXXXXXX00, LLC |
| ARHC ATROCIL01, LLC |
| ARHC WWWYGMI01, LLC |
| ARHC WWGDRMI01, LLC |
| ARHC AMGLNAZ02, LLC |
| ARHC CCCGRMO01, LLC |
| ARHC BRHBGPA01, LLC |
| ARHC CHHBGPA01, LLC |
| ARHC XXXXXXX00, LLC |
| ARHC LMHBGPA01, LLC |
| ARHC BLHBGPA01, LLC |
| ARHC MSHBGPA01, LLC |
| ARHC DVMERID01, LLC |
| ARHC DVMERID01, TRS, LLC |
| ARHC ALALPGA01, LLC |
| ARHC BWBRUGA01, LLC |
| ARHC DBDUBGA01, LLC |
| ARHC JCCRKGA01, LLC |
| ARHC RWROSGA01, LLC |
| ARHC PVVLGKS01, LLC |
| ARHC LSSMTMO01, LLC |
| ARHC SCKCYMO01, LLC |
| ARHC TVTITFL01 TRS, LLC |
| ARHC ALALPGA01 TRS, LLC |
| ARHC BWBRUGA01 TRS, LLC |
| ARHC DBDUBGA01 TRS, LLC |
| ARHC JCCRKGA01 TRS, LLC |
| ARHC RWROSGA01 TRS, LLC |
| ARHC PVVLGKS01 TRS, LLC |
| ARHC LSSMTMO01 TRS, LLC |
| ARHC SCKCYMO01 TRS, LLC |
| ARHC ALJUPFL01, LLC |
| ARHC ALSPGFL01, LLC |
| ARHC XXXXXXX00, LLC |
| ARHC XXXXXXX00, LLC |
| ARHC ALTSPFL01, LLC |
| ARHC ALELIKY01, LLC |
| ARHC ALJUPFL01 TRS, LLC |
| ARHC ALSPGFL01 TRS, LLC |
| ARHC XXXXXXX00 TRS, LLC |
| ARHC ALTSPFL01 TRS, LLC |
| ARHC ALELIKY01 TRS, LLC |
| ARHC GMCLKTN01, LLC |
| ARHC NVLTZFL01, LLC |
| ARHC NVWELFL01, LLC |
| XXXX XXXXXXX00, LLC |
| XXXX XXXXXXX00, LLC |
| XXXX XXXXXXX00, LLC |
| ARHC DFDYRIN01, LLC |
| ARHC SFSCHIN01, LLC |
| ARHC MVMVNWA01, LLC |
| ARHC XXXXXXX00, LLC |
| ARHC XXXXXXX00 TRS, LLC |
| ARHC HRHAMVA01, LLC |
| ARHC CPHAMVA01 LLC |
| ARHC WHWCHPA01, LLC |
| ARHC WHWCHPA01 TRS, LLC |
| ARHC ESMEMTN01, LLC |
| ARHC WGWCHIL01, LLC |
| ARHC PCSHVMS01, LLC |
| ARHC PVPHXAZ01, LLC |
| ARHC VSMCKTX01, LLC |
| ARHC CHSGDIL01, LLC |
| ARHC CHPTNIL01, LLC |
| ARHC MTMTNIL01, LLC |
| ARHC MVMTNIL01, LLC |
| ARHC RHMARIL01, LLC |
| ARHC HHPEOIL01, LLC |
| ARHC RHMESAZ01, LLC |
| ARHC RHSUNAZ01, LLC |
| ARHC AHGBYWI01, LLC |
| ARHC AHGVLWI01, LLC |
| ARHC AHPLYWI01, LLC |
| ARHC AHWTFWI01, LLC |
| ARHC XXXXXXX00, LLC |
| ARHC AHKIEWI01, LLC |
| ARHC AVBURWI01, LLC |
| ARHC AORMDVA01, LLC |
| ARHC PVGYRAZ01, LLC |
| ARHC PPHRNTN01, LLC |
| ARHC AHHFDCA01, LLC |
| ARHC PRPEOAZ05 TRS, LLC |
| ARHC XXXXXXX00, LLC |
| ARHC PRPEOAZ02, LLC |
| ARHC PRPEOAZ03, LLC |
| ARHC PRPEOAZ04, LLC |
| ARHC MRMRWGA01, LLC |
| ARHC BMLKWCO01, LLC |
| ARHC XXXXXXX00, LLC |
| ARHC XXXXXXX00 TRS, LLC |
| ARHC PMPEOAZ01, LLC |
| ARHC LMPLNTX01, LLC |
| ARHC CMCNRTX01, LLC |
| ARHC XXXXXXX00, LLC |
| ARHC NVJUPFL01, LLC |
| ARHC XXXXXXX00, LLC |
| ARHC XXXXXXX00 TRS, LLC |
| ARHC RWCUDWI01, LLC |
| ARHC ECMCYNC01 LLC |
| ARHC ECCPTNC01, LLC |
| ARHC ECGVLSC01, LLC |
| ARHC SMERIPA01, LLC |
| ARHC SLKLAOR01, LLC |
| ARHC CFGREOR01, LLC |
| ARHC CFGREOR01 TRS, LLC |
| ARHC PHNLXIL01, LLC |
| ARHC XXXXXXX00, LLC |
| ARHC RPATLGA01 TRS, LLC |
| ARHC FRBRYAR01, LLC |
| ARHC FRLTRAR01, LLC |
| ARHC FRNLRAR01, LLC |
| ARHC FRBRYAR01 TRS, LLC |
| ARHC FRLTRAR01 TRS, LLC |
| ARHC FRNLRAR01 TRS, LLC |
| ARHC Fox Ridge MT, LLC |
| ARHC ALCLKTX01, LLC |
| ARHC ALCFBTX01, LLC |
| ARHC ALMEYTX01, LLC |
| ARHC XXXXXXX00, LLC |
| XXXX XXXXXXX00, LLC (f/k/a ARHC CO BORROWER 1, LLC) |
| ARHC PHDESIA01, LLC (f/k/a ARHC CO BORROWER 2, LLC) |
| ARHC RPATLGA01, LLC (f/k/a ARHC CO BORROWER 3, LLC) |
| ARHC TVTITFL01, LLC (f/k/a ARHC CO BORROWER 4, LLC) |
| ARHC BMBUCMI01, LLC (f/k/a ARHC CO Borrower 5, LLC) |
| ARHC CWEVAGA01, LLC (f/k/a ARHC CO Borrower 6, LLC) |
| ARHC LVHLDMI01, LLC (f/k/a ARHC CO Borrower 7, LLC) |
| ARHC PHCTNIA01, LLC (f/k/a ARHC CO Borrower 8, LLC) |
| ARHC SCCRLIA01, LLC (f/k/a ARHC CO Borrower 9, LLC) |
| ARHC SMMTEIA01, LLC (f/k/a ARHC CO Borrower 10, LLC) |
| ARHC CO BORROWER 11, LLC |
| ARHC CO BORROWER 12, LLC |
| ARHC CO BORROWER 13, LLC |
| ARHC CO BORROWER 14, LLC |
| ARHC CO BORROWER 15, LLC |
| ARHC HDLANCA01, LLC |
| LEISURE LIVING MANAGEMENT OF XXXXXXXX, LLC |
| LIFEHOUSE – XXXXXXX XXXXX OPERATIONS, LLC |
| LIFEHOUSE – GOLDEN ACRES OPERATIONS, LLC |
| LIFEHOUSE MT. PLEASANT OPERATIONS, LLC |
| LIFEHOUSE PRESTIGE COMMONS OPERATIONS, LLC |
| LIFEHOUSE CLARE OPERATIONS, LLC |
| LIFEHOUSE GRAND BLANC OPERATIONS, LLC |
| LIFEHOUSE PRESTIGE WAY OPERATIONS, LLC |
| LIFEHOUSE – XXXXXX XXXXX OPERATIONS, LLC |
| LEISURE LIVING MANAGEMENT OF HOLLAND, INC. |
| LEISURE LIVING MANAGEMENT OF LANSING, INC. |
| LEISURE LIVING MANAGEMENT OF GRAND RAPIDS, INC. |
| ARHC NHCANGA01, LLC |
| ARHC WMBRPMI01, LLC |
| ARHC CWEVAGA01 TRS, LLC |
| ARHC KB BORROWER 1, LLC |
| ARHC KB BORROWER 2, LLC |
| ARHC KB BORROWER 3, LLC |
| ARHC KB BORROWER 4, LLC |
| ARHC KB BORROWER 5, LLC |
| ARHC KB BORROWER 6, LLC |
| ARHC KB BORROWER 7, LLC |
| ARHC KB BORROWER 8, LLC |
| ARHC KB BORROWER 9, LLC |
| ARHC KB BORROWER 10, LLC |
| ARHC KB BORROWER 11, LLC |
| ARHC KB BORROWER 12, LLC |
| ARHC KB BORROWER 13, LLC |
| ARHC KB BORROWER 14, LLC |
| ARHC KB BORROWER 15, LLC |
| ARHC ATROCIL01 TRS, LLC |
| ARHC LCDIXIL01 TRS, LLC |
| ARHC AVBURWI01 TRS, LLC |
| ARHC RWCUDWI01 TRS, LLC |
| ARHC NVLTZFL01 TRS, LLC |
| ARHC DDLARFL01, LLC |
| ARHC DDHUDFL01, LLC |
| ARHC RACLWFL01, LLC |
| ARHC RMRWLTX01, LLC |
| ARHC DMDCRGA01, LLC |
| ARHC MHCLVOH01, LLC |
| ARHC PPLVLGA01, LLC |
| ARHC CHCOLIL01, LLC |
| ARHC CHCOLIL01 TRS, LLC |
| ARHC XXXXXXX00, LLC |
| ARHC VAGBGIL01, LLC |
| ARHC XXXXXXX00, LLC |
| ARHC WLWBYMN01, LLC |
| ARHC GFGBTAZ01, LLC |
| ARHC LMFMYFL01, LLC |
| ARHC BMWRNMI01, LLC |
| ARHC MMJLTIL01, LLC |
| ARHC UPMUSIA01, LLC |
| ARHC XXXXXXX00, LLC |
| ARHC XXXXXXX00, LLC |
| ARHC PPDWTMI01, LLC |
| ARHC HCTMPFL01, LLC |
| ARHC WCWCHFL01, LLC |
| ARHC TPTMPFL01, LLC |
| ARHC SSTMPFL01, LLC |
