Exhibit 10.2
DATED 3 December 2014
GA HC REIT II CH U.K. SENIOR HOUSING PORTFOLIO LIMITED
(as Original Borrower)
and
THE BORROWER AND CERTAIN OF ITS SUBSIDIARIES
(as Original Guarantors)
and
NORTHSTAR REALTY HEALTHCARE LLC
(as Indemnitor)
arranged by
CREDIT SUISSE SECURITIES (EUROPE) LIMITED
(as Arranger)
with
ELAVON FINANCIAL SERVICES LIMITED
acting as Agent
and
U.S. BANK TRUSTEES LIMITED
acting as Security Agent
FACILITY AGREEMENT
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Page
DEFINITIONS AND INTERPRETATION
1
THE FACILITY
43
PURPOSE
47
CONDITIONS TO SIGNING
47
CONDITIONS TO UTILISATION
48
UTILISATION
52
REPAYMENT
52
PREPAYMENT AND CANCELLATION
53
INTEREST
59
INTEREST PERIODS
62
CHANGES TO THE CALCULATION OF INTEREST
63
FEES
64
TAX GROSS UP AND INDEMNITIES
65
INCREASED COSTS
76
OTHER INDEMNITIES
78
MITIGATION BY THE LENDERS
80
COSTS AND EXPENSES
81
BANK ACCOUNTS
83
GUARANTEE AND INDEMNITY
94
REPRESENTATIONS
98
INFORMATION UNDERTAKINGS
112
FINANCIAL COVENANTS
116
GENERAL UNDERTAKINGS
121
PROPERTY UNDERTAKINGS
134
EVENTS OF DEFAULT
148
CHANGES TO THE LENDERS
153
CHANGES TO THE TRANSACTION OBLIGORS
158
DISENFRANCHISEMENT ON DEBT PURCHASE TRANSACTIONS ENTERED INTO BY SPONSOR
AFFILIATES
162
ROLE OF THE AGENT, THE SECURITY AGENT AND THE ARRANGER
163
APPLICATION OF PROCEEDS
181
CONDUCT OF BUSINESS BY THE FINANCE PARTIES
183
SHARING AMONG THE FINANCE PARTIES
183
PAYMENT MECHANICS
184
SET-OFF
189
NOTICES
189
CALCULATIONS AND CERTIFICATES
191
PARTIAL INVALIDITY
192
REMEDIES AND WAIVERS
192
AMENDMENTS AND WAIVERS
192
CONFIDENTIALITY
196
Page i
COUNTERPARTS
201
GOVERNING LAW
201
ENFORCEMENT
201
SCHEDULE 1 THE ORIGINAL PARTIES AND PROPERTIES
202
SCHEDULE 2 CONDITIONS PRECEDENT
208
SCHEDULE 3 APPROVED VALUERS
218
SCHEDULE 4 UTILISATION REQUEST
219
SCHEDULE 5 FORM OF TRANSFER CERTIFICATE
220
SCHEDULE 6 FORM OF ASSIGNMENT AGREEMENT
222
SCHEDULE 7 FORM OF ORIGINAL OBLIGOR ACCESSION DEED
225
SCHEDULE 8 FORM OF ACCESSION DEED
226
SCHEDULE 9 FORM OF RESIGNATION LETTER
227
SCHEDULE 10 FORM OF COMPLIANCE CERTIFICATE
228
SCHEDULE 11 FORMS OF NOTIFIABLE DEBT PURCHASE TRANSACTION NOTICE
229
SCHEDULE 12 TIMETABLES
231
SCHEDULE 13 EXCLUDED TRANSFEREES
231
SCHEDULE 14 AGREED SECURITY PRINCIPLES
233
Page ii
Page iii
THIS AGREEMENT is dated 3 December 2014 and made between:
(1)
Upon its accession to this Agreement in accordance with Clause 5.6 (Accession of
Original Obligors) GA HC REIT II CH U.K. SENIOR HOUSING PORTFOLIO LIMITED
registered in England and Wales (registered number 04258255) (the Original
Borrower);
(2)
Upon their accession to this Agreement in accordance with Clause 5.6 (Accession
of Original Obligors) THE COMPANIES listed in Part A of Schedule 1 as guarantors
(together with the Borrower, the Original Guarantors);
(3)
CREDIT SUISSE SECURITIES (EUROPE) LIMITED as arranger (the Arranger);
(4)
NORTHSTAR REALTY HEALTHCARE, LLC as indemnitor (the Indemnitor);
(5)
CREDIT SUISSE AG, LONDON BRANCH as lender (the Original Lender);
(6)
ELAVON FINANCIAL SERVICES LIMITED, a limited liability company registered in
Ireland with the Companies Registration Office (registered number 418442), with
its registered office at Block E, Cherrywood Business Park, Loughlinstown,
Dublin, Ireland acting through its UK Branch (registered number BR009373) from
its offices at 5th Floor, 125 Old Broad Street,