Document

Exhibit 10.8

AMENDMENT TO CREDIT AGREEMENT, AND ASSUMPTION




THIS AMENDMENT TO CREDIT AGREEMENT, AND ASSUMPTION, hereinafter referred to as this “Amendment”, dated as of June 30, 2020, is made and entered into by and among HINES GLOBAL REIT PROPERTIES LP, a Delaware limited partnership (“Borrower”), HGR LIQUIDATING TRUST, a Maryland statutory trust (the “Trust”), the guarantors (“Guarantors”) signatories hereto, and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (“JPMorgan”), as administrative agent for, and on behalf of, the Lenders, as defined in the Credit Agreement defined below (in such capacity, “Agent”).
W I T N E S S E T H:
WHEREAS, Agent, Lenders and certain other persons have entered into an Amended and Restated Credit Agreement dated as of June 29, 2015 (as amended by amendments dated March 4, 2019 and March 3, 2020, the “Credit Agreement”);
WHEREAS, Hines Global REIT, Inc., a Maryland corporation (the “REIT”), together with certain other Persons, executed a guaranty dated as of June 29, 2015 (the “Guaranty”), and the REIT has transferred its assets to the Trust; and
WHEREAS, Borrower has requested that Agent and Lenders approve the transfer from the REIT to the Trust, and Agent and Lenders have approved such request as set forth in this Amendment;
NOW, THEREFORE, in consideration of the premises and the mutual agreements, representations and warranties herein set forth, and for other good and valuable consideration, Borrower, Trust, Guarantors, Agent and Lenders do hereby agree as follows:
Section 1.Capitalized terms used herein that are defined in the Credit Agreement shall have the same meanings when used herein unless otherwise defined herein.
Section 2.Trust hereby becomes a party to the Loan Documents in place of the REIT with the same force and effect as if originally named therein, and as a Guarantor under the Guaranty, and, without limiting the generality of the foregoing, hereby irrevocably, absolutely and unconditionally assumes and agrees to timely and faithfully pay and perform all of the obligations of the REIT under the Guaranty and the other Loan Documents.  All references in the Credit Agreement and the other Loan Documents to the REIT shall be deemed to be references to the Trust.
Section 3.The Credit Agreement is hereby amended as follows:
(a)    Section 6.06(d) and Section 6.07(d) are hereby deleted.
Section 4.Borrower represents and warrants that, except as qualified in this Section, (a) the representations and warranties contained in Article III of the Credit Agreement are true 








and correct in all material respects on and as of the date hereof as though made on and as of such date, and (b) as of the date hereof, to the best knowledge of Borrower, the information included in the Beneficial Ownership Certification (as defined in Section 7(a) hereof) provided on or prior to the date hereof to any Lender in connection with this Amendment is true and correct in all material respects.  The representations and warranties set forth in Article III of the Credit Agreement are qualified as follows:  (i) for purposes of Section 3.04, the financial statements referred to are amended to be those dated March 31, 2020, and the date from which no material adverse changes have occurred is amended to be March 31, 2020, and (ii) attached hereto as Exhibit A is an updated list of all Subsidiaries of the REIT to replace the existing Schedule 3.13.  Borrower hereby certifies that no event has occurred and is continuing which constitutes an Event of Default under the Credit Agreement or which upon the giving of notice or the lapse of time or both would constitute such an Event of Default.
Section 5.Except as expressly amended hereby, the Credit Agreement and the other Loan Documents shall remain in full force and effect.  The Credit Agreement, as hereby amended, and all rights and powers created thereby or thereunder and under the other Loan Documents are in all respects ratified and confirmed and remain in full force and effect.
Section 6.The term “Credit Agreement” as used in the Credit Agreement, the other Loan Documents or any other instrument, document or writing furnished to Agent or Lenders by Borrower shall mean the Credit Agreement as hereby amended.
Section 7.This Amendment (a) shall be binding upon Borrower, Trust, Guarantors, Agent and Lenders and their respective successors and assigns (provided, however, no party may assign its rights hereunder except in accordance with the Credit Agreement); (b) may be modified or amended only in accordance with the Credit Agreement; (c) shall be governed by and construed in accordance with the laws of the State of Texas and the United States of America; (d) may be executed in several counterparts, and by the parties hereto on separate counterparts, and each counterpart, when so executed and delivered, shall constitute an original agreement, and all such separate counterparts shall constitute but one and the same agreement; and (e) embodies the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements, consents and understandings relating to such subject matter.
Section 8.THIS AMENDMENT AND ALL OTHER LOAN DOCUMENTS EXECUTED BY ANY OF THE PARTIES BEFORE OR SUBSTANTIALLY CONTEMPORANEOUSLY WITH THE EXECUTION HEREOF TOGETHER CONSTITUTE A WRITTEN LOAN AGREEMENT WHICH REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.  Borrower, Trust and Guarantors each hereby releases, discharges and acquits forever Agent, Lenders and their respective officers, directors, trustees, agents, employees and counsel (in each case, past, present and future) from any and all Claims existing as of the date of actual execution hereof by the 
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applicable person or entity.  As used herein, the term “Claim” shall mean any and all liabilities, claims, defenses, demands, actions, causes of action, judgments, deficiencies, interest, liens, costs or expenses (including but not limited to court costs, penalties, attorneys’ fees and disbursements, and amounts paid in settlement) of any kind and character whatsoever, arising directly or indirectly from the loan evidenced by the Credit Agreement, including but not limited to claims for usury, breach of contract, breach of commitment, negligent misrepresentation or failure to act in good faith, in each case whether now known or unknown, suspected or unsuspected, asserted or unasserted or primary or contingent, and whether arising out of written documents, unwritten undertakings, course of conduct, tort, violations of laws or regulations or otherwise.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be signed by their respective duly authorized officers, effective as of the date first set forth herein.


HINES GLOBAL REIT PROPERTIES LP
By:     Hines Global REIT, Inc.,
General Partner
By: /s/ J. Shea Morgenroth
J. Shea Morgenroth
Chief Financial Officer


GUARANTORS:
HGR LIQUIDATING TRUST,
a Maryland trust
By:    /s/ J. Shea Morgenroth
J. Shea Morgenroth
Chief Financial Officer


HINES GLOBAL REIT, INC,
a Maryland corporation
By:    /s/ J. Shea Morgenroth
J. Shea Morgenroth
Chief Financial Officer


HINES GLOBAL REIT 4875 TOWN CENTER LLC,
a Delaware limited liability company
By:    /s/ J. Shea Morgenroth
J. Shea Morgenroth
Manager


HINES GLOBAL REIT 2615 MED CENTER PARKWAY LLC,
a Delaware limited liability company
By:    /s/ J. Shea Morgenroth
J. Shea Morgenroth
Manager


HINES GLOBAL REIT SAN ANTONIO RETAIL I LP,
a Delaware limited liability company
By:    Hines Global REIT San Antonio Retail I GP LLC,
a Delaware limited liability company, 
Its: General Partner
By:    /s/ J. Shea Morgenroth
J. Shea Morgenroth
Manager


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GALLERIA PARKING RAMP, LLC,
a Minnesota limited liability company
By:    Hines Global REIT Minnesota Retail I LLC,
a Delaware limited liability company, 
Sole Member
By:    /s/ J. Shea Morgenroth
J. Shea Morgenroth
Manager


GALLERIA SHOPPING CENTER, LLC,
a Minnesota limited liability company
By:    Hines Global REIT Minnesota Retail I LLC,
a Delaware limited liability company, 
Sole Member
By:    /s/ J. Shea Morgenroth
J. Shea Morgenroth
Manager


HINES GLOBAL REIT MINNESOTA RETAIL I LLC,
a Delaware limited liability company
By:    /s/ J. Shea Morgenroth
J. Shea Morgenroth
Manager
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EXHIBIT A 


Schedule 3.13




									
	Name		Jurisdiction of Organization
	Hines Global REIT Properties LP
	

	Delaware
	Hines-Laser UK Venture I S.Á.R.L. (Lux)
	

	Luxembourg
	Hines Global REIT Southpark Center II GP LLC
	

	Delaware
	Hines Global REIT Southpark Center II LP
	

	Delaware
	Hines Global REIT 50 South Sixth LLC
	

	Delaware
	HGR International Investment Manager LLC
	

	Delaware
	Hines Global REIT Moscow Holdings I LLC
	

	Delaware
	Finmos Ltd.
	

	Cyprus
	Dolorous Ltd.
	

	Cyprus
	ZAO FM Logistic (SEVO)
	

	Russia
	Hines Global REIT Moscow Holdings II LLC
	

	Delaware
	Glumeran Holdings Limited
	

	Cyprus
	Fibersoft Limited
	

	Cyprus
	Maxrange Limited
	

	Cyprus
	OOO Gogolevsky 11
	

	Russia
	Hines Global REIT 250 Royall LLC
	

	Delaware
	Hines Global REIT Marlborough Campus I LLC
	

	Delaware
	Hines Global REIT Marlborough Campus II LLC
	

	Delaware
	Hines Global REIT Marlborough Holdings LLC
	

	Delaware
	Hines Global REIT Services Holdings, Inc.
	

	Delaware
	Hines Global REIT Marlborough Campus Services, Inc.
	

	Delaware
	Hines Global REIT One Waterwall Partner LLC
	

	Delaware
	Hines One Waterwall Holdings LP
	

	Delaware
	Hines One Waterwall GP LLC
	

	Texas
	Hines One Waterwall LP
	

	Texas
	Hines Global REIT Debt Fund Services, Inc.
	

	Delaware
	Hines Global REIT Debt Fund Holdings LLC
	

	Delaware
	Hines Global REIT Poland Finco LLC
	

	Delaware
	Hines Global REIT Poland Logistics Holdings I LLC
	

	Delaware
	HGR Poland Holdings GP LLC
	

	Delaware
	HGR Vienna Holdings LP
	

	Delaware
	HGR Nero Holdings LP
	

	Delaware
	Piran Investments Sp. z o.o.
	

	Poland
	Piran Investments Sp. z o.o. Geneva SJ
	

	Poland
	Piran Investments Sp. z o.o. Titus SJ
	

	Poland
	Piran Investments Sp. z o.o. Trajan SJ
	

	Poland
	Piran Investments Sp. z o.o. Hadrian SJ
	

	Poland
	Eaglestone Sp. z o.o. Vienna SJ
	

	Poland
	Hines Global REIT Australia Holdco LLC
	

	Delaware
	Hines Global REIT Australia Holdings Trust
	

	Australia
	Hines Global REIT Brookes Trust
	

	Australia










									
	Hines Global REIT 550 Terry Francois LP
	

	Delaware
	Hines Global REIT 550 Terry Francois GP LLC
	

	Delaware
	Hines Global REIT Minnesota Retail I LLC
	

	Delaware
	Galleria Shopping Center LLC
	

	Minnesota
	Hines Global REIT Ann Trust
	

	Australia
	Ponce & Bird Miami Development LLC
	

	Delaware
	Hines Ponce & Bird Holdings LP
	

	Delaware
	Hines Global REIT Ponce & Bird Partner LLC
	

	Delaware
	Hines Global REIT Siemensstrase 7 LLC
	

	Delaware
	Hines Global REIT Victoria Trust
	

	Australia
	Galleria Parking Ramp LLC
	

	Minnesota
	GREIT European Holdings II LLC
	

	Delaware
	One Westferry Circus S.a.r.l
	

	Luxembourg
	Global REIT Westferry HoldCo S.a.r.l
	

	Luxembourg
	Hines Global REIT 1 Westferry Holdings LLC
	

	Delaware
	Eaglestone sp. z o. o.
	

	Poland
	Hines Global REIT Riverside Center LLC
	

	Delaware
	Hines Global REIT Riverside Services, Inc.
	

	Delaware
	Hines Global REIT Campus Playa Vista LP
	

	Delaware
	Hines Global REIT Campus Playa Vista GP LLC
	

	Delaware
	Hines Global REIT Playa Services, Inc.
	

	Delaware
	Global REIT PD S.a.r.l.
	

	Luxembourg
	GREIT France 1
	

	Paris
	SCI GREIT Paris 1
	

	Paris
	GREIT ICR Services Inc.
	

	Delaware
	ICR Services S.a.r.l.
	

	Luxembourg
	PD ICR
	

	Nanterre
	Hines Global REIT 4875 Town Center LLC
	

	Delaware
	Hines Global REIT 2615 Med Center Parkway LLC 
	

	Delaware
	Hines Global REIT 55M Street LLC
	

	Delaware
	Hines Global REIT San Antonio Retail I GP LLC
	

	Delaware
	Hines Global REIT San Antonio Retail I LP
	

	Delaware
	Hines Global REIT Cabot Square Holdings LLC
	

	Delaware
	Global REIT Cabot Square HoldCo S.a.r.l.
	

	Luxembourg
	Cabot Square Retail S.a.r.l.
	

	Luxembourg
	25 Cabot Square S.a.r.l.
	

	Luxembourg
	Hines Global REIT Bourke Trust
	

	Australia
	Albelia Holdinsgs Limited
	

	Cyprus
	NC Office sp. z o.o
	

	Poland
	NCDP sp. z o.o
	

	Poland