Exhibit 10.1


 


second
AMENDMENT TO first amended and restated SENIOR SECURED CREDIT AGREEMENT


 


THIS SECOND AMENDMENT
TO FIRST AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT (this “Amendment”) is made as of the 10th
day of August, 2020, by and among HEALTHCARE TRUST OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (“Borrower”),
HEALTHCARE TRUST, INC., a Maryland corporation (“REIT”), THE PARTIES EXECUTING BELOW AS “SUBSIDIARY
GUARANTORS” (the “Subsidiary Guarantors”; REIT and the Subsidiary Guarantors, collectively the “Guarantors”),
KEYBANK NATIONAL ASSOCIATION (“KeyBank”), individually and as Agent for itself and the other Lenders
from time to time a party to the Credit Agreement (as hereinafter defined) (KeyBank, in its capacity as Agent, is hereinafter
referred to as “Agent”), and THE OTHER “LENDERS” WHICH ARE SIGNATORIES HERETO (KeyBank and
such Lenders hereinafter referred to collectively as the “Lenders”).


 


W I T N E S S E T H:


 


WHEREAS, Borrower,
Agent and certain of the Lenders entered into that certain First Amended and Restated Senior Secured Credit Agreement dated as
of March 13, 2019, as amended by that certain First Amendment to First Amended and Restated Senior Secured Credit Agreement dated
as of March 24, 2020 (as the same may be further varied, extended, supplemented, consolidated, amended, replaced, increased, renewed
or modified or restated from time to time, the “Credit Agreement”); and


 


WHEREAS, Borrower
has requested that the Agent and the Lenders make certain modifications to the terms of the Credit Agreement; and


 


WHEREAS, the
Agent and the Lenders have agreed to make such modifications subject to the execution and delivery by Borrower and Guarantors
of this Amendment.


 


NOW, THEREFORE,
for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto do hereby
covenant and agree as follows:


 


1.            
Definitions. All the terms used herein which are not otherwise defined herein shall have the meanings set forth
in the Credit Agreement (as modified and amended by this Amendment).


 


2.            
Modification of the Credit Agreement. Borrower, the Lenders and Agent do hereby modify and amend the Credit Agreement
as follows:


 


(a)              
By deleting in its entirety the definition of “Applicable Margin” appearing in §1.1 of the Credit Agreement
and inserting in lieu thereof the following new definition:


 


“Applicable
Margin. Commencing on the Second Amendment Date and until the last day of the calendar quarter immediately preceding the Distributions
Covenant Commencement Quarter, the Applicable Margin for LIBOR Rate Revolving Credit Loans, Base Rate Revolving Credit Loans,
LIBOR Rate Term Loans and Base Rate Term Loans shall be a percentage per annum as set forth below based on the ratio of the Consolidated
Total Indebtedness to the Consolidated Total Asset Value:


 






     


     


    

 


	Pricing
    Level	Ratio	LIBOR
    Rate

 Revolving Credit

    Loans	Base
    Rate

 Revolving Credit

    Loans	LIBOR
    Rate

 Term Loans	Base
    Rate

    Term Loans
	Pricing
    Level 1	Less
    than 40%	1.85%	0.60%	1.80%	0.55%
	Pricing
    Level 2	Greater
    than or equal to 40% but less than 45%	2.00%	0.75%	1.95%	0.70%
	Pricing
    Level 3	Greater
    than or equal to 45% but less than 50%	2.15%	0.90%	2.10%	0.85%
	Pricing
    Level 4	Greater
    than or equal to 50% but less than 55%	2.30%	1.05%	2.25%	1.0%
	Pricing
    Level 5	Greater
    than or equal to 55% but less than 60%	2.45%	1.20%	2.40%	1.15%
	Pricing
    Level 6	Greater
    than or equal to 60%	2.60%	1.35%	2.55%	1.30%


 


Commencing
on the first (1st) day of the Distributions Covenant Commencement Quarter and on any date thereafter, the Applicable
Margin for LIBOR Rate Revolving Credit Loans, Base Rate Revolving Credit Loans, LIBOR Rate Term Loans and Base Rate Term Loans
shall be a percentage per annum as set forth below based on the ratio of the Consolidated Total Indebtedness to the Consolidated
Total Asset Value:


 






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	Pricing
    Level	Ratio	LIBOR
    Rate

 Revolving Credit

    Loans	Base
    Rate

 Revolving Credit

    Loans	LIBOR
    Rate

 Term Loans	Base
    Rate

    Term Loans
	Pricing
    Level 1	Less
    than 40%	1.60%	0.35%	1.55%	0.30%
	Pricing
    Level 2	Greater
    than or equal to 40% but less than 45%	1.75%	0.50%	1.70%	0.45%
	Pricing
    Level 3	Greater
    than or equal to 45% but less than 50%	1.90%	0.65%	1.85%	0.60%
	Pricing
    Level 4	Greater
    than or equal to 50% but less than 55%	2.05%	0.80%	2.00%	0.75%
	Pricing
    Level 5	Greater
    than or equal to 55% but less than 60%	2.20%	0.95%	2.15%	0.90%
	Pricing
    Level 6	Greater
    than or equal to 60%	2.35%	1.10%	2.30%	1.05%


 


The Applicable
Margin as of the Second Amendment Date shall be at Pricing Level 6. The Applicable Margin shall not be adjusted based upon such
ratio, if at all, until the first day of the first month following the delivery by the Borrower to the Agent of the Compliance
Certificate after the end of a calendar quarter (provided, with respect to the adjustment to the Applicable Margin as a result
of the commencement of the Distributions Covenant Commencement Quarter, such adjustment shall occur on the first (1st)
day of the Distributions Covenant Commencement Quarter and be based upon such ratio as reported in the last Compliance Certificate
delivered to Agent under this Agreement). In the event that the Borrower shall fail to deliver to the Agent a quarterly Compliance
Certificate on or before the date required by §7.4(c), then, without limiting any other rights of the Agent and the Lenders
under this Agreement, the Applicable Margin shall be at Pricing Level 6 until such failure is cured within any applicable cure
period, or waived in writing by the Majority Lenders, in which event the Applicable Margin shall adjust, if necessary, on the
first day of the first month following receipt of such Compliance Certificate.


 






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In the event
that the Agent, REIT or the Borrower in good faith determines that any financial statements previously delivered were incorrect
or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and
such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable
Period”) than the Applicable Margin applied for such Applicable Period, then (a) the Borrower shall as soon as practicable
deliver to the Agent the corrected financial statements for such Applicable Period, (b) the Applicable Margin shall be determined
as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (c) the Borrower shall
within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result
of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance
with this Agreement.”;


 


(b)          
By deleting the words and figures “a seven percent (7%)” from the first (1st) sentence of the definition
of “Debt Service Coverage Amount” appearing in §1.1 of the Credit Agreement, and inserting in lieu thereof the
following: “an eight and one-half percent (8.5%)”;


 


(c)          
By deleting in its entirety the definition of “Distributions Limit” appearing in §1.1 of the Credit Agreement,
and inserting in lieu thereof the following new definition:


 


“Distributions
Limit. The maximum amount of Distributions (other than any Distribution expressly permitted pursuant to the third (3rd)
sentence of §8.7(a)) payable by Borrower and REIT to their respective owners during any fiscal quarter, which when added
to the aggregate amount of all other Distributions paid in the same fiscal quarter and the preceding three (3) fiscal quarters,
would not exceed ninety-five percent (95%) of such Person’s Modified FFO for such period (calculated as of the last day
of the most recently ended fiscal quarter for the four quarter period ending on such date of determination).”;


 


(d)          
By inserting the following new definitions in §1.1 of the Credit Agreement in the appropriate alphabetical order:


 


“Distribution
Trigger Conditions. The satisfaction of each of the following conditions: (i) the Borrower shall have given notice to the
Agent designating the fiscal quarter that Borrower intends to be the Distributions Covenant Commencement Quarter not later than
the date of delivery of the Compliance Certificate for the fiscal quarter immediately preceding the Distributions Covenant Commencement
Quarter pursuant to §7.4(c) (the “Distribution Trigger Notice”), (ii) as of the date of such Distribution
Trigger Notice and the first (1st) day of the Distributions Covenant Commencement Quarter designated in the Distribution
Trigger Notice, no Default or Event of Default shall exist, (iii) as of the date of such Distribution Trigger Notice and as of
the first (1st) day of the Distributions Covenant Commencement Quarter designated in the Distribution Trigger Notice,
the Borrower shall have Liquidity of not less than One Hundred Million and No/100 Dollars ($100,000,000.00) (provided, for purposes
of this clause (iii), Liquidity shall be determined after giving effect to the aggregate amount of Distributions projected to
be paid by Borrower and REIT to their respective owners during the Distributions Covenant Commencement Quarter), (iv) as of the
last day of the fiscal quarter immediately preceding the Distributions Covenant Commencement Quarter designated in the Distribution
Trigger Notice, the ratio of Consolidated Total Indebtedness to Consolidated Total Asset Value (expressed as a percentage) shall
be less than sixty-two and one half percent (62.5%), and (v) simultaneously with or prior to the delivery of the Distribution
Trigger Notice, the Borrower shall have provided to the Agent a Compliance Certificate (provided, said Compliance Certificate
may be consolidated with the Compliance Certificate referenced in clause (i) of this definition) demonstrating compliance, in
reasonable detail, with the conditions set forth in the foregoing clauses (ii) through (iv) (in addition to the items included
in the form of Compliance Certificate attached as Exhibit I hereto) and the Agent shall have approved said Compliance Certificate.”;
and


 






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“Second
Amendment Date. August 10, 2020.”;


 


(e)          
By deleting in its entirety the last sentence of the definition of “LIBOR” appearing in §1.1 of the Credit
Agreement, and inserting in lieu thereof the following new sentence:


 


“Notwithstanding
the foregoing, from and after the Second Amendment Date, if the rate shown on Reuters Screen LIBOR 01 Page (or any successor service
designated pursuant to this definition) shall at any time be less than one-quarter of one percent (0.25%), then such rate shall
be deemed to be one-quarter of one percent (0.25%) for the purposes of this Agreement and the other Loan Documents.”;


 


(f)           
By deleting in its entirety the definition of “LIBOR Termination Date” appearing in §1.1 of the Credit
Agreement;


 


(g)          
By inserting the following as §1.2(n) of the Credit Agreement:


 


“(n)         Agent
does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission
or any other matter related to the London interbank offered rate or other rates in the definition of “LIBOR” or with
respect to any alternative or successor rate thereto, or replacement rate therefor or thereof, including, without limitation,
whether the composition or characteristics of any such alternative, successor or replacement reference rate, as it may or may
not be adjusted pursuant to §4.16, will be similar to, or produce the same value or economic equivalence of, LIBOR or have
the same volume or liquidity as did the London interbank offered rate prior to its discontinuance or unavailability.”;


 






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(h)          
By deleting in its entirety §3.2 of the Credit Agreement and inserting in lieu thereof the following new §3.2:


 


“3.2.
Mandatory Prepayments.


 


(a)           If
at any time (i) the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, the Swing Loans and the Letter
of Credit Liabilities exceeds the lesser of (x) Total Revolving Credit Commitment, or (y) the Borrowing Base Availability minus
the principal amount of the Outstanding Term Loans, or (ii) the sum of the aggregate outstanding principal amount of the Revolving
Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the lesser of (x) the Total Commitment
and (y) the Borrowing Base Availability, then the Borrower shall, within five (5) Business Days of such occurrence pay the amount
of such excess to the Agent for the respective accounts of the Revolving Credit Lenders (in the case of clause (i)(x)) or all
of the Lenders (in the case of clauses (i)(y) and (ii)), as applicable, for application to the Revolving Credit Loans and Term
Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, and deposit in the Collateral
Account and pledge to the Agent cash in any additional amount necessary to secure the Outstanding Letter of Credit Liabilities,
except that the amount of any Swing Loans shall be paid solely to the Swing Loan Lender.


 


(b)           Upon
the occurrence of any and all capital events by REIT, the Borrower or any of their respective Subsidiaries, including, without
limitation, all asset sales, refinancings and financings (secured, unsecured or otherwise), recapitalizations, equity issuances
and other similar capital transactions consummated by REIT, the Borrower or any Subsidiary thereof (for the avoidance of doubt,
excluding the borrowing or issuance of any Loan or Letter of Credit or other capital event occurring under the Loan Documents),
during the period commencing on the Second Amendment Date and ending on the first (1st) day of the Distributions Covenant
Commencement Quarter (provided, for the avoidance of doubt, that the Distribution Trigger Conditions have been satisfied with
respect to such fiscal quarter), the Borrower shall, within two (2) Business Days after the receipt of net cash proceeds by REIT,
the Borrower or any Subsidiary thereof from such capital event, prepay the outstanding principal amount of Revolving Credit Loans
in an amount equal to the lesser of (x) one hundred percent (100%) of the net cash proceeds of each such capital event and (y)
the outstanding principal balance of Revolving Credit Loans outstanding on the date of such prepayment; provided, further,
that Borrower shall, to the extent feasible, give at least one (1) Business Days’ prior written notice to Agent of the expected
date of each such capital event. For the purposes of this §3.2(b), net cash proceeds shall be an amount equal to the gross
cash proceeds of such capital event, less the amount of all usual and customary closing costs and other out of pocket costs, fees
and expenses incurred in connection with such capital event, all amounts required to repay in full in cash any Indebtedness (if
any) being repaid or refinanced in connection with such capital event, all taxes paid or reasonably expected to be paid in connection
therewith, and any amounts attributable to Unconsolidated Affiliates. Notwithstanding anything to the contrary contained herein,
prepayments made by Borrower pursuant to this §3.2(b) shall be applied first, pro rata to the principal of any Outstanding
Swing Loans, second, pro rata to the principal of any Outstanding Revolving Credit Loans (and with respect to each category
of Revolving Credit Loans, first, pro rata to the principal of Revolving Credit Base Rate Loans, and then second, pro
rata to the principal of LIBOR Rate Revolving Credit Loans), and third, to cash collateralize any outstanding Letter
of Credit Liabilities on a pro rata basis, in each case without any reduction in Revolving Credit Commitments.”;


 






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(i)           
By deleting the words and figures “§3.2(a)(ii) or §3.2(b)” appearing in §3.4 of the Credit Agreement
and inserting in lieu thereof the words and figures: “§3.2(a)(i)(y) or §3.2(a)(ii)”;


 


(j)           
By deleting the word “In” appearing at the beginning of §4.5, and inserting in lieu thereof the words:
“Subject to §4.16, in”;


 


(k)          
By deleting in its entirety §4.16 of the Credit Agreement, and inserting in lieu thereof the following new §4.16:


 


4.16 Successor
LIBOR Rate.


 


(a)          Benchmark
Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, (i) upon the determination of
the Agent (which shall be conclusive absent manifest error) that a Benchmark Transition Event has occurred or (ii) upon the occurrence
of an Early Opt-in Election, as applicable, the Agent and the Borrower may amend this Agreement to replace LIBOR with a Benchmark
Replacement, by a written document executed by the Borrower and the Agent, subject to the requirements of this §4.16. Notwithstanding
the requirements of §27 or anything else to the contrary herein or in any other Loan Document, any such amendment with respect
to a Benchmark Transition Event will become effective and binding upon the Agent, the Borrower and the Lenders at 5:00 p.m. (Cleveland
time) on the fifth (5th) Business Day after the Agent has posted such proposed amendment to all Lenders and the Borrower so long
as the Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Majority
Lenders, and any such amendment with respect to an Early Opt-in Election will become effective and binding upon the Agent, the
Borrower and the Lenders on the date that Lenders comprising the Majority Lenders have delivered to the Agent written notice that
such Majority Lenders accept such amendment. No replacement of LIBOR with a Benchmark Replacement pursuant to this §4.16
will occur prior to the applicable Benchmark Transition Start Date. The Applicable Margin for LIBOR Rate Loans shall apply, and
be added, to the Benchmark Replacement.


 






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(b)           Benchmark
Replacement Conforming Changes. In connection with the implementation of a Benchmark Replacement, the Agent will have the
right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein
or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective
without any further action or consent of any other party to this Agreement or the other Loan Documents.


 


(c)           Notices;
Standards for Decisions and Determinations. The Agent will promptly notify the Borrower and the Lenders in writing of (i)
any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement
Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any
Benchmark Replacement Conforming Changes and (iv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination,
decision or election that may be made by the Agent or Lenders pursuant to this §4.16, including, without limitation, any
determination with respect to a tenor, comparable replacement rate or adjustment, or implementation of any Benchmark Replacement
Rate Conforming Changes, or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or
refrain from taking any action, will be conclusive and binding on all parties hereto or to the other Loan Documents absent manifest
error and may be made in its or their sole discretion and without consent from any other party hereto, except, in each case, as
expressly required pursuant to this §4.16 and shall not be a basis of any claim of liability of any kind or nature by any
party hereto or thereto, all such claims being hereby waived individually by each party hereto and thereto.


 


(d)           Benchmark
Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period,
the Borrower may revoke any request for a borrowing of Loans that is to be a LIBOR Rate Loan, conversion to or continuation of
LIBOR Rate Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower
will be deemed to have converted any such request into a request for a borrowing of or conversion to Base Rate Loans. During any
Benchmark Unavailability Period, the components of Base Rate based upon LIBOR will not be used in any determination of Base Rate.


 






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(e)           Certain
Defined Terms. As used in this §4.16:


 





“Benchmark
Replacement” means the sum of: (a) the alternate benchmark rate (which may include Term SOFR) that has been selected by
the Agent and the Borrower giving due consideration to (i) any selection or recommendation of a replacement rate or the mechanism
for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining
a rate of interest as a replacement to LIBOR for U.S. dollar-denominated syndicated credit facilities at such time and (b) the
Benchmark Replacement Adjustment; provided that, if the Benchmark Replacement as so determined would be less than positive 0.25%,
the Benchmark Replacement will be deemed to be positive 0.25% for the purposes of this Agreement.


 


“Benchmark
Replacement Adjustment” means, with respect to any replacement of LIBOR with an Unadjusted Benchmark Replacement for
each applicable Interest Period, the spread adjustment, or method for calculating or determining such spread adjustment (which
may be a positive or negative value or zero) that has been selected by the Agent and the Borrower giving due consideration to
(i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for
the replacement of LIBOR with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (ii) any evolving
or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread
adjustment, for the replacement of LIBOR with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated syndicated
credit facilities at such time.


 


“Benchmark
Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational
changes (including changes to the definition of “Base Rate,” the definition of “Interest Period,” timing
and frequency of determining rates and making payments of interest and other administrative matters) that the Agent decides may
be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof
by the Agent in a manner substantially consistent with market practice (or, if the Agent decides that adoption of any portion
of such market practice is not administratively feasible or if the Agent determines that no market practice for the administration
of the Benchmark Replacement exists, in such other manner of administration as the Agent decides is reasonably necessary in connection
with the administration of this Agreement).


 






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“Benchmark
Replacement Date” means the earlier to occur of the following events with respect to LIBOR:


 


(1) in the
case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public
statement or publication of information referenced therein and (b) the date on which the administrator of LIBOR permanently or
indefinitely ceases to provide LIBOR; or (2) in the case of clause (3) of the definition of “Benchmark Transition Event,”
the date of the public statement or publication of information referenced therein.


 


“Benchmark
Transition Event” means the occurrence of one or more of the following events with respect to LIBOR:


 


(1) a public
statement or publication of information by or on behalf of the administrator of LIBOR announcing that such administrator has ceased
or will cease to provide LIBOR, permanently or indefinitely, provided that, at the time of such statement or publication, there
is no successor administrator that will continue to provide LIBOR;


 


(2) a public
statement or publication of information by the regulatory supervisor for the administrator of LIBOR, the U.S. Federal Reserve
System, an insolvency official with jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over
the administrator for LIBOR or a court or an entity with similar insolvency or resolution authority over the administrator for
LIBOR, which states that the administrator of LIBOR has ceased or will cease to provide LIBOR permanently or indefinitely, provided
that, at the time of such statement or publication, there is no successor administrator that will continue to provide LIBOR; or


 


(3) a public
statement or publication of information by the regulatory supervisor for the administrator of LIBOR or a Relevant Governmental
Body announcing that LIBOR is no longer representative.


 


“Benchmark
Transition Start Date” means (a) in the case of a Benchmark Transition Event, the earlier of (i) the applicable Benchmark
Replacement Date and (ii) if such Benchmark Transition Event is a public statement or publication of information of a prospective
event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or if
the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement
or publication) and (b) in the case of an Early Opt-in Election, the date specified by the Agent or the Majority Lenders, as applicable,
by notice to the Borrower, the Agent (in the case of such notice by the Majority Lenders) and the Lenders.


 


“Benchmark
Unavailability Period” means, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred
with respect to LIBOR and solely to the extent that LIBOR has not been replaced with a Benchmark Replacement, the period (x) beginning
at the time that such Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced LIBOR for
all purposes hereunder in accordance with this §4.16 and (y) ending at the time that a Benchmark Replacement has replaced
LIBOR for all purposes hereunder pursuant to this §4.16.


 






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“Early
Opt-in Election” means the occurrence of:


 


(1) a determination
by the Agent that U.S. dollar-denominated syndicated credit facilities being executed at such time, or that include language similar
to that contained in this §4.16 are being executed or amended, as applicable, to incorporate or adopt a new benchmark interest
rate to replace LIBOR, and


 


(2) the
election by the Agent to declare that an Early Opt-in Election has occurred and the provision by the Agent of written notice of
such election to the Borrower and the Lenders.


 


“Federal
Reserve Bank of New York’s Website” means the website of the Federal Reserve Bank of New York at http://www.newyorkfed.org,
or any successor source.


 


“Relevant
Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially
endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto, including
without limitation the Alternative Reference Rates Committee.


 


“SOFR”
with respect to any day means the secured overnight financing rate published for such day by the Federal Reserve Bank of New York,
as the administrator of the benchmark, (or a successor administrator) on the Federal Reserve Bank of New York’s Website.


 


“Term
SOFR” means the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental
Body.


 


“Unadjusted
Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.”;


 


(l)                
By deleting in its entirety §8.7(a) of the Credit Agreement and inserting in lieu thereof the following new §8.7(a):


 






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“From
and after the Second Amendment Date and until the commencement of the Distributions Covenant Commencement Quarter, neither
the Borrower nor REIT shall pay any Distribution to their respective owners (other than (i) Preferred Distributions in
compliance with the terms and conditions of this Agreement and so long as no Default or Event of Default exists or would
result therefrom, (ii) Distributions in an amount equal to the minimum distributions required under the Code to maintain the
REIT Status of REIT, as evidenced by a certification of the principal financial or accounting officer of REIT containing
calculations in detail reasonably satisfactory in form and substance to the Agent, in each case, in compliance with the terms
and conditions of this Agreement, and (iii) Distributions expressly permitted pursuant to the third (3rd) sentence
of this §8.7(a)). From and after the commencement of the Distributions Covenant Commencement Quarter, neither Borrower
nor REIT shall pay any Distribution (other than any Distribution expressly permitted pursuant to the third (3rd)
sentence of this §8.7(a)) to their respective owners to the extent that the aggregate amount of such Distributions paid
in any fiscal quarter would exceed the Distributions Limit; provided however, that the period of measurement under
this second (2nd) sentence of §8.7(a) shall commence with the Distributions Covenant Commencement Quarter,
and until such time as four (4) full fiscal quarters have elapsed after the commencement of the Distributions Covenant
Commencement Quarter, the aggregate amount of such permitted Distributions and such Person’s Modified FFO shall be
determined by using only the fiscal quarters that have elapsed from and after the Distributions Covenant Commencement Quarter
and annualizing such amounts in a manner reasonably acceptable to the Agent, and provided, further, that the
limitations contained in this second (2nd) sentence of §8.7(a) shall not preclude the Borrower or REIT from
making Distributions in an amount (i) equal to the minimum distributions required under the Code to maintain the REIT Status
of REIT and (ii) to avoid the payment of federal or state income or excise tax, in each case, as evidenced by a certification
of the principal financial officer or accounting officer of REIT containing calculations in detail reasonably satisfactory in
form and substance to the Agent; “Distributions Covenant Commencement Quarter” shall mean the first full
fiscal quarter commencing after February 10, 2021 that is designated as the Distributions Covenant Commencement Quarter in
accordance with the Distribution Trigger Conditions (and provided the Distribution Trigger Conditions shall have been
satisfied with respect to such fiscal quarter). Notwithstanding the foregoing, so long as no Event of Default has occurred
and is continuing or would result therefrom, including an Event of Default related to any financial covenant set forth in
this Agreement, (i) the Borrower and REIT may request the Majority Lenders’ consent to a Distribution that is
not a Distribution permitted by the immediately preceding sentence, which consent shall be granted or withheld in the sole,
but good faith, business judgment of the Majority Lenders, (ii) from and after the commencement of the Distributions Covenant
Commencement Quarter, the Borrower and REIT may purchase, redeem or otherwise acquire Equity Interests issued by it with the
proceeds received from the substantially concurrent issue (occurring in under thirty (30) days) of new Equity Interests,
(iii) the Borrower, REIT and each Subsidiary may make payments in lieu of the issuance of fractional shares representing
insignificant interests in connection with the exercise of warrants, options or other securities convertible into or
exchangeable for Equity Interests of REIT, the Borrower or any Subsidiary, (iv) the Borrower, REIT and each Subsidiary may
make non-cash Distributions in connection with the implementation of or pursuant to any retirement, health, stock option and
other benefit plans, bonus plans, performance-based incentive plans, and other similar forms of compensation for the benefit
of the directors, officers and employees of REIT, the Borrower and the Subsidiaries, (v) from and after the commencement of
the Distributions Covenant Commencement Quarter, REIT may, and the Borrower may make Distributions to allow REIT to, make
payments for share repurchase programs in connection with the listing of REIT on an exchange, provided that such payments
shall be made within ninety (90) days of such listing and shall not exceed $300,000,000.00 in the aggregate (which limit
shall not include payments, if any, made pursuant to §8.7(a)(vii) below), (vi) the Borrower or any Guarantor may make
any Distribution of non-core assets (or the Equity Interest of any Subsidiary of which the sole assets are non-core assets)
acquired as permitted under §§8.3(o) or 8.4 provided that (A) such Distribution shall be made within one year of
such acquisition, (B) immediately prior thereto, and immediately thereafter and after giving effect thereto, no Default or
Event of Default has occurred or would result therefrom and (C) the Borrower, REIT and their respective Subsidiaries, as
applicable, will remain in pro forma compliance with the covenants set forth in §9 after giving effect to such
Distribution, (vii) from and after the commencement of the Distributions Covenant Commencement Quarter, REIT may, and the
Borrower may make Distributions to allow REIT to, at any time, make payments for share repurchases not to exceed
$50,000,000.00 in the aggregate (which limit shall not include payments, if any, made pursuant to §8.7(a)(v) above), so
long as, after giving effect to any such payment(s) made pursuant to this §8.7(a)(vii), in each case after such
payment(s) are made, (A) the Borrower shall have Unrestricted Cash and Cash Equivalents of at least Thirty Million and No/100
Dollars ($30,000,000.00), and (B) the ratio of Consolidated Total Indebtedness to Consolidated Total Asset Value (expressed
as a percentage), determined as of the date such payment is made after giving effect thereto, shall not exceed fifty-five
percent (55%), provided, that within five (5) Business Days after the making of any payment(s) pursuant to this
§8.7(a)(vii), the Borrower shall deliver to the Agent a Compliance Certificate, which Compliance Certificate shall
include (in addition to the items included in the form of Compliance Certificate attached as Exhibit I hereto) in reasonable
detail computations evidencing compliance with the covenants set forth in clauses (A) and (B) of this §8.7(a)(vii),
(viii) in connection with the initial listing of REIT’s common stock on an exchange and continuing thereafter so long
as REIT’s common stock is listed on such exchange, the Borrower shall be permitted to issue LTIP Units to Advisor
pursuant to an Outperformance Agreement; provided that any further distributions with respect thereto shall be subject to the
limits on Distributions set forth in this §8.7, and (ix) the Borrower and REIT shall be permitted to make Distributions
to the Special Limited Partner in respect of the Incentive Listing Note consisting of (i) the issuance of operating
partnership units of the Borrower or common stock of REIT to the Special Limited Partner upon the conversion of the Incentive
Listing Note (other than any Permitted Incentive Listing Note Distribution), and (ii) from and after the commencement of the
Distributions Covenant Commencement Quarter, Permitted Incentive Listing Note Distributions which in the aggregate shall not
exceed $100,000,000. For purposes of this §8.7(a), Distributions shall not include any Dividend Reinvestment Proceeds.
For the avoidance of doubt, this §8.7 shall have no effect for the period commencing on and including April 1, 2020 and
ending on and including June 30, 2020.”;


 






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(m)         
By deleting in its entirety §9.2 of the Credit Agreement and inserting in lieu thereof the following new §9.2:


 


“§9.2Consolidated
Total Indebtedness to Consolidated Total Asset Value. From and after the fiscal quarter commencing on July 1, 2020, the Borrower
will not at any time permit the ratio of Consolidated Total Indebtedness to Consolidated Total Asset Value (expressed as a percentage)
to exceed (a) for the period commencing on July 1, 2020 and ending on June 30, 2021, sixty-seven and one-half percent (67.5%),
and (b) for the period commencing on July 1, 2021 and continuing thereafter, sixty-five percent (65%); provided, however,
notwithstanding the foregoing, that from and after the Distributions Covenant Commencement Quarter, the Borrower will not at any
time permit the ratio of Consolidated Total Indebtedness to Consolidated Total Asset Value (expressed as a percentage) to exceed
sixty-two and one-half percent (62.5%). For the avoidance of doubt, the ratio of Consolidated Total Indebtedness to Consolidated
Total Asset Value shall not be tested for the fiscal quarter commencing on April 1, 2020 and ending on June 30, 2020; provided,
however, Borrower shall be required to report said ratio for such fiscal quarter in the Compliance Certificate delivered with
respect to such fiscal quarter pursuant to §7.4(c).”; and


 


(n)          
By deleting in its entirety §9.3 of the Credit Agreement and inserting in lieu thereof the following new §9.3:


 


“§9.3      Adjusted
Consolidated EBITDA to Consolidated Fixed Charges. From and after the fiscal quarter commencing on July 1, 2020, the Borrower
will not at any time permit the ratio of Adjusted Consolidated EBITDA to Consolidated Fixed Charges for the most recently ended
four (4) fiscal quarters to be less than (a) for the period commencing on July 1, 2020 and ending on March 31, 2021, 1.50 to 1.00,
(b) for the period commencing on April 1, 2021 and ending on June 30, 2021, 1.55 to 1.00, and (c) for the period commencing on
July 1, 2021 and continuing thereafter 1.60:1.00. For the avoidance of doubt, the ratio of Adjusted Consolidated EBITDA to Consolidated
Fixed Charges for the most recently ended four (4) fiscal quarters shall not be tested for the fiscal quarter commencing on April
1, 2020 and ending on June 30, 2020; provided, however, Borrower shall be required to report said ratio for such fiscal quarter
in the Compliance Certificate delivered with respect to such fiscal quarter pursuant to §7.4(c).”


 






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3.            
Limited Waiver. Subject to the execution and delivery of this Amendment by the Borrower and the Guarantors, the
Agent and the Majority Lenders hereby agree that any Default or Event of Default that may have occurred during the period commencing
on and including April 1, 2020 and ending on and including June 30, 2020 under §8.7(a), §9.2 or §9.3 of the Credit
Agreement, and any additional Default or Event of Default resulting therefrom, prior to the effectiveness of this Amendment, if
any, shall be waived. The aforesaid waiver shall only be applicable to the limited circumstances described in the immediately
preceding sentence, and except as expressly provided in this Amendment, Borrower and Guarantors shall be required to strictly
comply with the provisions of the Credit Agreement and the other Loan Documents (as amended hereby). Borrower and Guarantors acknowledge
that the Agent and the Lenders party hereto have made no agreement, and are in no way obligated, to grant any future extension,
waiver, indulgence or consent.


 


4.            
References to Loan Documents. All references in the Loan Documents to the Credit Agreement shall be deemed a reference
to the Credit Agreement as modified and amended herein.


 


5.            
Consent and Acknowledgment of Borrower and Guarantors. By execution of this Amendment, the Guarantors hereby expressly
consent to the modifications and amendments relating to the Credit Agreement as set forth herein and any other agreements or instruments
executed in connection herewith, and Borrower and Guarantors hereby acknowledge, represent and agree that (a) the Credit Agreement,
as modified and amended herein, and the other Loan Documents remains in full force and effect and constitutes the valid and legally
binding obligation of Borrower and Guarantors, as applicable, enforceable against such Persons in accordance with their respective
terms, (b) that the Guaranty extends to and applies to the Credit Agreement as modified and amended herein, and (c) that the execution
and delivery of this Amendment and any other agreements or instruments executed in connection herewith does not constitute, and
shall not be deemed to constitute, a release, waiver or satisfaction of Borrower’s or any Guarantor’s obligations
under the Loan Documents.


 


6.            
Representations and Warranties. Borrower and Guarantors represent and warrant to Agent and the Lenders as follows:


 


(a)         
Authorization. The execution, delivery and performance of this Amendment and any other agreements or instruments
executed in connection herewith and the transactions contemplated hereby and thereby (i) are within the authority of Borrower
and Guarantors, (ii) have been duly authorized by all necessary proceedings on the part of the Borrower and Guarantors, (iii)
do not and will not conflict with or result in any breach or contravention of any provision of law, statute, rule or regulation
to which Borrower or any Guarantor is subject or any judgment, order, writ, injunction, license or permit applicable to Borrower
or any Guarantor, (iv) do not and will not conflict with or constitute a default (whether with the passage of time or the giving
of notice, or both) under any provision of the partnership agreement, articles of incorporation or other charter documents or
bylaws of, or any agreement or other instrument binding upon, Borrower or any Guarantor or any of their respective properties,
(v) do not and will not result in or require the imposition of any lien or other encumbrance on any of the properties, assets
or rights of Borrower or any Guarantor, other than those in favor of Agent, on behalf of itself and the other Lenders, pursuant
to the Loan Documents, and (vi) do not require the approval or consent of any Person other than those already obtained and delivered
to the Agent.


 






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(b)              
Enforceability. This Amendment and any other agreements or instruments executed in connection herewith to which
Borrower or any Guarantor is a party are the valid and legally binding obligations of Borrower and Guarantors enforceable in accordance
with the respective terms and provisions hereof, except as enforceability is limited by bankruptcy, insolvency, reorganization,
moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and the effect of general
principles of equity.


 


(c)              
Governmental Approvals. The execution, delivery and performance of this Amendment and any other agreements or instruments
executed in connection herewith and the transactions contemplated hereby and thereby do not require the approval or consent of,
or any filing or registration with, or the giving of any notice to, any court, department, board, governmental agency or authority
other than those already obtained, and filings after the date hereof of disclosures with the SEC, or as may be required hereafter
with respect to tenant improvements, repairs or other work with respect to any Real Estate.


 


(d)              
Reaffirmation of Representations and Warranties. Each of the representations and warranties made by or on behalf
of the Borrower, the Guarantors or any of their respective Subsidiaries contained in the Credit Agreement, the other Loan Documents
or in any document or instrument delivered pursuant to or in connection with the Credit Agreement or this Amendment is true and
correct in all material respects as of the date hereof, with the same effect as if made at and as of the date hereof, except to
the extent of changes resulting from transactions permitted by the Loan Documents (it being understood and agreed that, with respect
to any representation or warranty which by its terms is made as of a specified date, such representation or warranty is reaffirmed
hereby only as of such specified date), in each case, after giving effect to this Amendment. To the extent that any of the representations
and warranties contained in the Credit Agreement, any other Loan Document or in any document or instrument delivered pursuant
to or in connection with the Credit Agreement or this Amendment is qualified by “Material Adverse Effect” or any other
materiality qualifier, then the qualifier “in all material respects” contained in this Paragraph 6(d) shall not apply
with respect to any such representations and warranties.


 


7.                 
No Default. By execution hereof, the Borrower and the Guarantors certify that, immediately after giving effect to
this Amendment, there exists no Default or Event of Default as of the date of this Amendment.


 






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8.                 
Waiver of Claims. Borrower and Guarantors acknowledge, represent and agree that none of such Persons has any defenses,
setoffs, claims, counterclaims or causes of action of any kind or nature whatsoever arising on or before the date hereof with
respect to the Loan Documents, the administration or funding of the Loan or the Letters of Credit or with respect to any acts
or omissions of Agent or any Lender, or any past or present officers, agents or employees of Agent or any Lender pursuant to or
relating to the Loan Documents, and each of such Persons does hereby expressly waive, release and relinquish any and all such
defenses, setoffs, claims, counterclaims and causes of action arising on or before the date hereof, if any.


 


9.                 
Ratification. Except as hereinabove set forth, all terms, covenants and provisions of the Credit Agreement remain
unaltered and in full force and effect, and the parties hereto do hereby expressly ratify and confirm the Credit Agreement as
modified and amended herein. Without limiting the foregoing, the parties hereto further acknowledge and agree that (i) the undersigned
Guarantor ARHC PSWSGMA01, LLC, a Delaware limited liability company (“PSWSGMA01”) became a party to the Guaranty,
the Indemnity Agreement and the Contribution Agreement pursuant to that certain Joinder Agreement dated as of August 16, 2019
executed by PSWSGMA01 and certain other Guarantors in favor of Agent (the “PSWSGMA01 Joinder Agreement”), and
(ii) the PSWSGMA01 Joinder Agreement incorrectly sets forth the name of PSWSGMA01 as “ARHC PSWSDMA01, LLC”, and each
reference to “ARHC PSWSDMA01, LLC, a Delaware limited liability company” in the Guaranty, the Indemnity Agreement,
the Contribution Agreement and the other Loan Documents is hereby deleted in its entirety and replaced with “ARHC PSWSGMA01,
LLC, a Delaware limited liability company”, and PSWSGMA01 hereby expressly ratifies and confirms the Guaranty, the Indemnity
Agreement and the Contribution Agreement and acknowledges and agrees that such documents remain the valid and legally binding
obligation of PSWSGMA01, enforceable in accordance with the respective terms and provisions thereof, except as enforceability
is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement
of creditors’ rights and the effect of general principles of equity. Nothing in this Amendment or any other document delivered
in connection herewith shall be deemed or construed to constitute, and there has not otherwise occurred, a novation, cancellation,
satisfaction, release, extinguishment or substitution of the indebtedness evidenced by the Notes or the other obligations of Borrower
and Guarantors under the Loan Documents.


 


10.             
Effective Date. This Amendment shall be deemed effective and in full force and effect upon confirmation by the Agent
of the satisfaction of the following conditions:


 


(a)              
the execution and delivery of this Amendment by Borrower, Guarantors, Agent and the Majority Lenders;


 


(b)              
receipt by Agent of evidence that the Borrower shall have paid all fees due and payable with respect to this Amendment;


 


(c)              
receipt by Agent of such other resolutions, certificates, documents, instruments and agreements as the Agent may reasonably
request;


 


(d)              
receipt by Agent of a UCC and tax lien search with respect to the Borrower searching the records of the Delaware Secretary
of State provided by a records search firm reasonably acceptable to Agent disclosing no security agreements, financing statements
or other liens on personal property or any tax liens except as permitted by the Credit Agreement;


 






    16


     


    

 


(e)              
delivery to Agent of (i) a Borrowing Base Certificate and (ii) a Compliance Certificate evidencing compliance with the
covenants described in §9 of the Credit Agreement and the other covenants described in such Compliance Certificate (as such
covenants have been modified pursuant to this Amendment), calculated in good faith based on the pro forma consolidated financial
statements of REIT for the calendar quarter ended June 30, 2020; and


 


(f)               
the Borrower shall have paid the reasonable fees and expenses of Agent in connection with this Amendment.


 


11.          
Amendment as Loan Document. This Amendment shall constitute a Loan Document.


 


12.         
Counterparts. This Amendment may be executed in any number of counterparts which shall together constitute but one
and the same agreement.


 


13.         
MISCELLANEOUS. THIS AMENDMENT SHALL, PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401, BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. This Amendment shall be binding upon and shall inure to the
benefit of the parties hereto and their respective permitted successors, successors-in-title and assigns as provided in the Credit
Agreement. All interest accrued and unpaid under the Credit Agreement as of the Effective Date shall be due and payable in the
amount determined pursuant to the Credit Agreement prior to the effectiveness of this Amendment for periods prior to the Effective
Date on the next payment date for such interest set forth in the Credit Agreement.


 


14.          
Electronic Signatures. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or
as an attachment to an electronic mail message in .pdf, .jpeg, .TIFF or similar electronic format shall be effective as delivery
of a manually executed counterpart of this Amendment for all purposes. The words “execution,” “signed,”
“signature,” “delivery,” and words of like import in or relating to this Amendment and any other Loan
Document to be signed in connection with this Amendment, the other Loan Documents and the transactions contemplated hereby and
thereby shall be deemed to include Electronic Signatures, deliveries or the keeping of records in electronic form, each of which
shall be of the same legal effect, validity or enforceability as manually executed signature, physical delivery thereof or the
use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Law, including
the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act,
or any other similar state laws based on the Uniform Electronic Transactions Act; provided that nothing herein shall require the
Agent to accept electronic signatures in any form or format without its prior written consent. For the purposes hereof, “Electronic
Signatures” means an electronic sound, symbol, or process attached to, or associated with, a contract or other record and
adopted by a Person with the intent to sign, authenticate or accept such contract or record. Each of the parties hereto represents
and warrants to the other parties hereto that it has the corporate capacity and authority to execute the Amendment through electronic
means and there are no restrictions for doing so in that party’s constitutive documents. Without limiting the generality
of the foregoing, the Borrower hereby (i) agrees that, for all purposes, including without limitation, in connection with any
workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among any of the Agent or the Lenders and
any of the Borrower or Guarantors, electronic images of this Agreement or any other Loan Document (in each case, including with
respect to any signature pages thereto) shall have the same legal effect, validity and enforceability as any paper original, and
(ii) waives any argument, defense or right to contest the validity or enforceability of any Loan Document based solely on the
lack of paper original copies of such Loan Document, including with respect to any signature pages thereto.


 


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IN WITNESS WHEREOF,
the parties hereto have hereto set their hands and affixed their seals as of the day and year first above written.


 


	 	BORROWER:
	 	 	 
	 	HEALTHCARE TRUST OPERATING PARTNERSHIP, L.P., a Delaware limited partnership
	 	 	 
	 	By:	HEALTHCARE TRUST, INC.,
	 	 	a Maryland corporation, its
    general partner
	 	 	 
	 	 	By:	/s/
    Katie P. Kurtz
	 	 	Name: Katie P. Kurtz
	 	 	Title: Chief Financial Officer,
    Treasurer and Secretary
	 	 	 
	 	 	(SEAL)




 


	 	REIT:  
	 	 
	 	HEALTHCARE TRUST, INC.,
    a Maryland corporation  
	 	 
	 	By:	/s/
    Katie P. Kurtz
	 	Name: Katie P. Kurtz
	 	Title: Chief Financial Officer,
    Treasurer and Secretary  
	 	 
	 	(SEAL)





 


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SUBSIDIARY GUARANTORS:


 


ARHC BMBWNIL01, LLC;


ARHC FMWEDAL01, LLC;


ARHC AHJACOH01, LLC;


ARHC LMHBGPA01, LLC;


ARHC GHGVLSC01, LLC;


ARHC TRS HOLDCO II, LLC;


ARHC DFDYRIN01, LLC;


ARHC FMMUNIN01, LLC;


ARHC NVWELFL01, LLC;


ARHC DVMERID01, LLC;


ARHC ALSPGFL01, LLC;


ARHC RWROSGA01, LLC;


ARHC WHWCHPA01, LLC;


ARHC AAEKHWI01, LLC;


ARHC WWGDRMI01, LLC;


ARHC CMLITCO01, LLC;


ARHC WGWCHIL01, LLC;


ARHC CHSGDIL01, LLC;


ARHC CHPTNIL01, LLC;


ARHC MTMTNIL01, LLC;


ARHC MVMTNIL01, LLC;


ARHC RHMARIL01, LLC; and


ARHC HHPEOIL01, LLC,


each a Delaware limited liability
company


 


	 	By:	/s/Michael
    Anderson
	 	Name: Michael Anderson
	 	Title: Authorized Signatory




 


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SUBSIDIARY
GUARANTORS:


 


ARHC
ECGVLSC01, LLC;


ARHC
SLKLAOR01, LLC;


ARHC
DVMERID01 TRS, LLC;


ARHC
ALSPGFL01 TRS, LLC;


ARHC
RWROSGA01 TRS, LLC;


ARHC
WHWCHPA01 TRS, LLC;


ARHC
LCDIXIL01, LLC;


ARHC
AVBURWI01, LLC;


ARHC
RWCUDWI01, LLC;


ARHC
ACRICKY01, LLC;


ARHC
SSTMPFL01, LLC;


ARHC
HCTMPFL01, LLC;


ARHC
TPTMPFL01, LLC;


ARHC
WCWCHFL01, LLC;


ARHC
AHMLWWI01, LLC;


ARHC
VSTALFL01, LLC,


ARHC
LCDIXIL01 TRS, LLC;


ARHC
AVBURWI01 TRS, LLC;


ARHC
RWCUDWI01 TRS, LLC; and


ARHC
ACRICKY01 TRS, LLC,


each
a Delaware limited liability company


 


	 	By:	/s/
    Michael Anderson
	 	Name: Michael Anderson
	 	Title: Authorized Signatory




 


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SUBSIDIARY
GUARANTORS:


 


ARHC
AHWTMWI01, LLC;


ARHC
AHKIEWI01, LLC;


ARHC
AHGBYWI01, LLC;


ARHC
AHGVLWI01, LLC;


ARHC
AHWTFWI01, LLC,


ARHC
OCWMNLA01, LLC;


ARHC
DDLARFL01, LLC;


ARHC
DMDCRGA01, LLC;


ARHC
MHCLVOH01, LLC;


ARHC
CCGBGIL01, LLC;


ARHC
VAGBGIL01, LLC;


ARHC
LMFMYFL01, LLC;


ARHC
RACLWFL01, LLC;


ARHC
DDHUDFL01, LLC;


ARHC
RMRWLTX01, LLC;


ARHC
GFGBTAZ01, LLC;


ARHC
BMWRNMI01, LLC;


ARHC
MMJLTIL01, LLC;


ARHC
CHCOLIL01, LLC;


ARHC
CHCOLIL01 TRS, LLC;


ARHC
WMBRPMI01, LLC;


ARHC
TCHOUTX01, LLC;


ARHC
GDFMHMI01, LLC;


ARHC
CMWTSMI001, LLC;


ARHC
CMSHTMI001, LLC;


ARHC
PWHLTMI01, LLC; and


ARHC
PPCLRMI01, LLC,


each
a Delaware limited liability company


 


	 	By:	/s/
    Michael Anderson
	 	Name: Michael Anderson
	 	Title: Authorized Signatory




 


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SUBSIDIARY
GUARANTORS:


 


ARHC
RHMESAZ01, LLC;


ARHC
PPGBLMI01, LLC;


ARHC
WHYRKPA01, LLC;


ARHC
LMLANPA01, LLC;


ARHC
PSSGDMA01, LLC;


ARHC
PSWSGMA01, LLC;


ARHC
PSNHTMA01, LLC;


ARHC
NVWELFL01 TRS, LLC;


ARHC
CFGREOR01, LLC;


ARHC
SFFLDIA01, LLC;


ARHC
SPPLSIA01, LLC;


ARHC
PHTIPIA01, LLC;


ARHC
PSINDIA01, LLC;


ARHC
PHOTTIA01, LLC;


ARHC
GOFENMI01, LLC;


ARHC
PCPLSMI01, LLC;


ARHC
PPDWTMI01, LLC;


ARHC
ALELIKY01, LLC;


ARHC
CFGREOR01 TRS, LLC;


ARHC
SFFLDIA01 TRS, LLC;


ARHC
SPPLSIA01 TRS, LLC;


ARHC
PHTIPIA01 TRS, LLC;


ARHC
PSINDIA01 TRS, LLC;


ARHC
PHOTTIA01 TRS, LLC;


ARHC
ALELIKY01 TRS, LLC; and


ARHC
PPDWTMI01 TRS, LLC,


each a Delaware limited liability company


 


	 	By:	/s/
    Michael Anderson
	 	Name: Michael Anderson
	 	Title: Authorized Signatory




 


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SUBSIDIARY
GUARANTORS:


 


ARHC
NVLTZFL01, LLC;


ARHC
NVLTZFL01 TRS, LLC;


ARHC
FVECOCA01, LLC;


ARHC
FVECOCA01 TRS, LLC;


ARHC
CHSPTIL01, LLC;


ARHC
UPHBGPA01, LLC;


ARHC
UPMBGPA01, LLC;


ARHC
UPHBGPA02, LLC;


ARHC
SARCOIL01, LLC;


ARHC
CHSPTIL01 TRS, LLC,


ARHC
SCTEMTX01, LLC;


ARHC
SMMDSIA01, LLC;


ARHC
ATROCIL01, LLC;


ARHC
BWBRUGA01, LLC;


ARHC
DBDUBGA01, LLC;


ARHC
HRHAMVA01, LLC;


ARHC
BSNPLFL01, LLC;


ARHC
SMMDSIA01 TRS, LLC;


ARHC
ATROCIL01 TRS, LLC;


ARHC
BWBRUGA01 TRS, LLC;


ARHC
DBDUBGA01 TRS, LLC;


ARHC
BSNPLFL01 TRS, LLC, and


each
a Delaware limited liability company


 


	 	By:	/s/
    Michael Anderson
	 	Name: Michael Anderson
	 	Title: Authorized Signatory




 


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SUBSIDIARY GUARANTORS:


 


	 	LIFEHOUSE PRESTIGE WAY OPERATIONS, LLC;
	 	LIFEHOUSE CLARE OPERATIONS, LLC;
	 	LIFEHOUSE GRAND BLANC OPERATIONS; LLC;
	 	LIFEHOUSE - GOLDEN ACRES OPERATIONS, LLC; and
	 	LIFEHOUSE MT. PLEASANT OPERATIONS, LLC, each a Michigan limited
    liability company




 


	 	By:	/s/
    Michael Anderson
	 	Name: Michael Anderson
	 	Title: Authorized Signatory




 


	 	LEISURE LIVING MANAGEMENT OF GRAND RAPIDS, INC., a Michigan corporation




 


	 	By:	/s/
    Katie P. Kurtz
	 	Name: Katie
    P. Kurtz
	 	Title: Vice
    President
	 	 	 
	 	LEISURE
    LIVING MANAGEMENT OF LANSING, INC., a Michigan corporation
	 	 	 
	 	By:	/s/
    Katie P. Kurtz
	 	Name: Katie
    P. Kurtz
	 	Title: Vice
    President




 


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	 	AGENT
    AND LENDERS:
	 	 
	 	KEYBANK
    NATIONAL ASSOCIATION, individually as a Lender and as the Agent
	 	 
	 	By:	/s/
    Mark Amantea
	 	Name: Mark
    Amantea
	 	Title: Vice
    President
	 	 
	 	BMO HARRIS
    BANK N.A., as a Lender
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 
	 	CITIZENS
    BANK, N.A., as a Lender
	 	 
	 	By:	/s/
    Nan E. Delahunt
	 	Name: Nan
    E. Delahunt
	 	Title: Vice
    President
	 	 
	 	BBVA USA,
    an Alabama banking corporation, f/k/a Compass Bank, as a Lender
	 	 
	 	By:	/s/
    Scott Childs
	 	Name: Scott
    Childs
	 	Title: Senior
    Vice President
	 	 
	 	CAPITAL
    ONE, NATIONAL ASSOCIATION, as a Lender
	 	 
	 	By:	/s/
    Danny Moore
	 	Name: Danny
    Moore
	 	Title: Authorized
    Signatory




 


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	 	COMERICA BANK, as a
    Lender
	 	 
	 	By:	/s/
    Charles Weddell
	 	Name: Charles Weddell
	 	Title: Vice President
	 	 
	 	SYNOVUS BANK, as a Lender
	 	 
	 	By:	/s/ Zachary
    Braun
	 	Name: Zachary Braun
	 	Title: Relationship Manager
	 	 
	 	FIRST
    HORIZON BANK, SUCCESSOR BY CONVERSION TO FIRST HORIZON BANK, A DIVISION OF FIRST TENNESSEE BANK NATIONAL ASSOCIATION,
    as a Lender
	 	 
	 	By:	/s/ Christina
    Blackwell
	 	Name: Christina Blackwell
	 	Title: Vice President
	 	 
	 	SOCIÉTÉ GÉNÉRALE,
    as a Lender
	 	 
	 	By:	/s/ John
    Hogan
	 	Name: John Hogan
	 	Title: Director




 


Second
Amendment to First Amended and Restated Senior Secured Credit Agreement