CONSENT AND AMENDMENT NO. 1 Dated as of February 10, 2023 to SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of September 20, 2021Credit Agreement • February 10th, 2023 • Healthpeak Properties, Inc. • Real estate investment trusts • New York
THIS CONSENT AND AMENDMENT NO. 1 (this “Amendment”) is made as of February 10, 2023 by and among HEALTHPEAK OP, LLC, a Maryland limited liability company (formerly known as Healthpeak Properties, Inc., a Maryland corporation, and Healthpeak Properties Interim, Inc., a Maryland corporation, the “Borrower” or “Old Healthpeak”), HEALTHPEAK PROPERTIES, INC., a Maryland corporation (formerly known as New Healthpeak, Inc., the “Parent Guarantor” or “New Healthpeak”), the financial institutions listed on the signature pages hereof (the “Lenders”) and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent’), L/C Issuer and Alternative Currency Fronting Lender.
OPERATING AGREEMENT OF HEALTHPEAK OP, LLC a Maryland limited liability company THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY...Operating Agreement • February 10th, 2023 • Healthpeak Properties, Inc. • Real estate investment trusts • Maryland
THIS OPERATING AGREEMENT OF HEALTHPEAK OP, LLC (the “Company”), dated as of February 10, 2023, (the “Effective Date”), is made and entered into by and among HEALTHPEAK PROPERTIES, INC., a Maryland corporation (the “Managing Member”), as Managing Member, and the Persons from time to time party hereto, as members.
OMNIBUS ASSIGNMENT, ASSUMPTION AND AMENDMENTAssignment, Assumption And • February 10th, 2023 • Healthpeak Properties, Inc. • Real estate investment trusts • Delaware
This Omnibus Assignment, Assumption and Amendment (this “Agreement”) is made by and between Healthpeak Properties, Inc., a Maryland corporation (“Assignor”), and New Healthpeak, Inc., a Maryland corporation (“Assignee”), dated as of February 7, 2023 and effective as of the effective time (the “Effective Time”) of the Merger (as defined herein).
CONSENT AND AMENDMENT NO. 1 Dated as of February 10, 2023 to TERM LOAN AGREEMENT Dated as of August 22, 2022Term Loan Agreement • February 10th, 2023 • Healthpeak Properties, Inc. • Real estate investment trusts • New York
This TERM LOAN AGREEMENT, dated as of August 22, 2022 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among HEALTHPEAK OP, LLC, a Maryland limited liability company, HEALTHPEAK PROPERTIES, INC., a Maryland corporation (the “Borrower”), the lending institutions party hereto from time to time (each, a “Lender” and collectively, the “Lenders”), BANK OF AMERICA, N.A., as Administrative Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, PNC BANK, NATIONAL ASSOCIATION, THE BANK OF NOVA SCOTIA, and TRUIST BANK, as Co-Syndication Agents, and MIZUHO BANK, LTD, REGIONS BANK AND TORONTO-DOMINION BANK, as Co-Documentation Agents.
FOURTEENTH SUPPLEMENTAL INDENTURE DATED AS OF FEBRUARY 10, 2023 BY AND AMONG HEALTHPEAK OP, LLC as Issuer, HEALTHPEAK PROPERTIES, INC. as Guarantor AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee SUPPLEMENTAL TO THE INDENTURE DATED AS...Fourteenth Supplemental Indenture • February 10th, 2023 • Healthpeak Properties, Inc. • Real estate investment trusts • New York
AMENDED AND RESTATED INDENTURE dated as of February 10, 2023, among Healthpeak OP, LLC, a Maryland limited liability company (the “Issuer”), Healthpeak Properties, Inc., a Maryland corporation (the “Managing Member” and, in the capacity as guarantor of one or more series of Securities to be issued hereunder from time to time, the “Guarantor”; the Guarantor, together with the Issuer, the “Obligors”), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”).
AGREEMENT AND PLAN OF MERGER by and among HEALTHPEAK PROPERTIES, INC., NEW HEALTHPEAK, INC. and HEALTHPEAK MERGER SUB, INC. Dated as of February 7, 2023 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 10th, 2023 • Healthpeak Properties, Inc. • Real estate investment trusts • Maryland
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of February 7, 2023 by and among Healthpeak Properties, Inc., a Maryland corporation (the “Company”), New Healthpeak, Inc., a Maryland corporation (“Holdco”), and Healthpeak Merger Sub, Inc., a Maryland corporation (“Merger Sub” and, together with the Company and Holdco, collectively the “Parties”).
