Exhibit 10.1
SECOND AMENDED AND RESTATED
ADVISORY AGREEMENT
BY AND AMONG
HEALTHCARE TRUST, INC.,
HEALTHCARE TRUST OPERATING PARTNERSHIP, L.P.,
AND
HEALTHCARE TRUST ADVISORS, LLC
Dated as of February 17, 2017
TABLE OF CONTENTS
Page
1. DEFINITIONS 1
2. APPOINTMENT 10
3. DUTIES OF THE
ADVISOR 11
4. AUTHORITY OF ADVISOR 13
5. FIDUCIARY RELATIONSHIP 14
6. NO PARTNERSHIP OR JOINT VENTURE 14
7. BANK ACCOUNTS 14
8.
RECORDS; ACCESS 14
9. LIMITATIONS ON ACTIVITIES 14
10. FEES 15
11. EXPENSES 17
12. OTHER SERVICES 18
13. OTHER ACTIVITIES OF THE
ADVISOR 19
14. THE AMERICAN REALTY CAPITAL NAME 19
15. TERM OF
AGREEMENT 20
16. TERMINATION BY THE PARTIES 20
17. ASSIGNMENT 20
18. PAYMENTS TO AND DUTIES OF ADVISOR UPON TERMINATION 21
19.
INCORPORATION OF THE ARTICLES OF INCORPORATION AND THE OPERATING PARTNERSHIP
AGREEMENT 22
20. INDEMNIFICATION BY THE COMPANY AND THE OPERATING
PARTNERSHIP 22
21. INDEMNIFICATION BY ADVISOR 24
22. NOTICES 24
23. MODIFICATION 25
24. SEVERABILITY 25
25.
GOVERNING LAW 25
26. ENTIRE AGREEMENT 25
27. NO WAIVER 25
28.
PRONOUNS AND PLURALS 26
29. HEADINGS 26
30. EXECUTION IN
COUNTERPARTS 26
ADVISORY AGREEMENT
THIS SECOND AMENDED AND RESTATED ADVISORY AGREEMENT (this "Agreement"), dated as
of February 17, 2017, is entered into among Healthcare Trust, Inc., a Maryland
corporation (the "Company"), Healthcare Trust Operating Partnership, L.P., a
Delaware limited partnership (the "Operating Partnership"), and Healthcare Trust
Advisors, LLC, a Delaware limited liability company.
WITNESSETH
WHEREAS, the Company is a Maryland corporation created in accordance with the
Maryland General Corporation Law;
WHEREAS, the Company is the general partner of the Operating Partnership;
WHEREAS, the Company and the Operating Partnership desire to avail themselves of
the experience, sources of information, advice, assistance and certain
facilities of the Advisor and to have the Advisor undertake the duties and
responsibilities hereinafter set forth, on behalf of, and subject to the
supervision of, the Board of Directors of the Company, all as provided herein;
WHEREAS, the Advisor is willing to render such services, subject to the
supervision of the Board of Directors of the Company, on the terms and subject
to the conditions hereinafter set forth;
WHEREAS, the Company, the Operating Partnership and the Advisor (i) entered into
that certain Advisory Agreement, dated as of February 14, 2013 (as amended by
the First Amendment thereto, dated as of March 11, 2013, the Second Amendment
thereto, dated as of May 13, 2013, and the Third Amendment thereto, dated as of
May 12, 2015 the "Original Agreement"), and (ii) amended and restated the
Original Agreement on June 26, 2015 (as amended, modified or supplemented from
time to time, the "Amended and Restated Advisory Agreement"); and
WHEREAS, as of the date hereof (the "Effective Date"), the Company, the
Operating Partnership and the Advisor desire to amend and restate the Amended
and Restated Advisory Agreement in its entirety on the terms and subject to the
conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants
and agreements contained herein, the