Seventh Amendment to Term Loan Agreement, dated as of January 23, 2024, by and among the Company, the Operating Partnership, the Guarantors named therein, PNC Bank, National Association, as Administrative Agent and a Lender, and U.S. Bank National Association and Truist Bank, as Lenders
EXHIBIT 10.1
EXECUTION VERSION
SEVENTH AMENDMENT TO TERM LOAN AGREEMENT
This Seventh Amendment to Term Loan Agreement (this “Amendment”) is entered into as of this 23rd day of January, 2024, among EASTERLY GOVERNMENT PROPERTIES LP, a Delaware limited partnership (the “Borrower”), EASTERLY GOVERNMENT PROPERTIES, INC., a Maryland corporation (the “Parent”), the entities listed on the signature pages hereto as the subsidiary guarantors from time to time (the “Subsidiary Guarantors” and, together with the Parent, the “Guarantors”), the banks, financial institutions and other institutional lenders listed on the signature pages hereof as the lenders (each a “Lender” and collectively, the “Lenders”) and PNC BANK, NATIONAL ASSOCIATION, as administrative agent (the “Administrative Agent”) for the Lenders.
Recitals
The Borrower, the Administrative Agent and the Lenders have entered into a certain Term Loan Agreement dated as of September 29, 2016 (as amended by that certain First Letter Amendment dated as of October 28, 2016, that certain Second Amendment to Term Loan Agreement dated as of June 18, 2018, that certain Third Letter Amendment dated as of October 3, 2018, that certain Fourth Amendment to Term Loan Agreement dated as of July 23, 2021, that certain Fifth Amendment to Term Loan Agreement dated as of November 29, 2022 and that certain Sixth Amendment to Term Loan Agreement dated as of May 30, 2023, the “Loan Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Loan Agreement. The Borrower has requested that the Administrative Agent and the Lenders amend the Loan Agreement to extend the Maturity Date and the Administrative Agent and the Lenders are willing to make such amendment to the Loan Agreement in accordance with and subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
AMENDMENTS TO LOAN AGREEMENT
Clause (a) in the definition of “Maturity Date” in Section 1.01 of the Loan Agreement is hereby deleted in its entirety and replaced with “(a) January 30, 2025,”.
CONDITIONS TO EFFECTIVENESS
MISCELLANEOUS
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and take effect as an instrument under seal as of the date first set forth above.
BORROWER: | |||
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EASTERLY GOVERNMENT PROPERTIES LP, | |||
a Delaware limited partnership | |||
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By: | EASTERLY GOVERNMENT PROPERTIES, | ||
| INC., a Maryland corporation, | ||
| its sole General Partner | ||
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| By: /s/ Allison Marino | |
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| Name: Allison Marino | |
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| Title: Chief Financial Officer and Chief Accounting Officer | |
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PARENT: | |
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EASTERLY GOVERNMENT PROPERTIES, INC., a Maryland corporation | |
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By: | /s/ Allison Marino |
| Name: Allison Marino |
| Title: Chief Financial Officer and Chief Accounting |
| Officer |
[Signatures continue]
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[Signature Page to Seventh Amendment to Term Loan Agreement]
SUBSIDIARY GUARANTORS: |
USGP ALBANY DEA, LLC, a Delaware limited | ||
liability company | ||
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| By: | /s/ Allison Marino |
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| Name: Allison Marino |
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| Title: Chief Financial Officer and Chief Accounting Officer |
USGP DALLAS DEA LP, a Delaware limited | ||
partnership | ||
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By: USGP DALLAS 1 G.P., LLC, its general partner | ||
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| By: | /s/ Allison Marino |
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| Name: Allison Marino |
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| Title: Chief Financial Officer and Chief Accounting Officer |
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USGP DEL RIO CH LP, a Delaware limited | ||
partnership | ||
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By: USGP DEL RIO 1 G.P., LLC, its general partner | ||
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| By: | /s/ Allison Marino |
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| Name: Allison Marino |
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| Title: Chief Financial Officer and Chief Accounting Officer |
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USGP FRESNO IRS, LLC, a Delaware limited | ||
liability company | ||
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By: USGP FRESNO IRS MEMBER LLC, its sole | ||
member | ||
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| By: | /s/ Allison Marino |
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| Name: Allison Marino |
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| Title: Chief Financial Officer and Chief Accounting Officer |
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USGP SAN ANTONIO LP, a Delaware limited | ||
partnership | ||
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By: USGP SAN ANTONIO GP, LLC, its general | ||
partner | ||
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By: | /s/ Allison Marino | |
| Name: Allison Marino Title: Chief Financial Officer and Chief Accounting Officer | |
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[Signature Page to Seventh Amendment to Term Loan Agreement]
USGP ALBUQUERQUE USFS I, LLC, a Delaware limited liability company | ||
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By: USGP ALBUQUERQUE USFS I MEMBER, LLC, its sole member | ||
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By: | /s/ Allison Marino | |
| Name: Allison Marino | |
| Title: Chief Financial Officer and Chief Accounting Officer | |
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USGP II ARLINGTON PTO LP, a Delaware | ||
limited partnership | ||
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By: USGP II ARLINGTON PTO GENERAL PARTNER LLC, | ||
its general partner | ||
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By: | /s/ Allison Marino | |
| Name: Allison Marino | |
| Title: Chief Financial Officer and Chief Accounting Officer | |
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USGP II LAKEWOOD DOT LP, a Delaware limited partnership | ||
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By: USGP II LAKEWOOD DOT GENERAL PARTNER LLC, its general partner | ||
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By: | /s/ Allison Marino | |
| Name: Allison Marino | |
| Title: Chief Financial Officer and Chief Accounting Officer | |
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USGP II LITTLE ROCK FBI LP, a Delaware limited partnership | ||
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By: USGP II LITTLE ROCK FBI GENERAL PARTNER LLC, its general partner | ||
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By: | /s/ Allison Marino | |
| Name: Allison Marino | |
| Title: Chief Financial Officer and Chief Accounting Officer | |
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USGP II MARTINSBURG USCG LP, a Delaware |
[Signature Page to Seventh Amendment to Term Loan Agreement]
limited partnership | ||
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By: USGP II MARTINSBURG USCG GENERAL PARTNER LLC, its general partner | ||
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By: | /s/ Allison Marino | |
| Name: Allison Marino | |
| Title: Chief Financial Officer and Chief Accounting Officer | |
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USGP II OMAHA FBI LP, a Delaware limited partnership | ||
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By: USGP II OMAHA FBI GENERAL PARTNER LLC, its general partner | ||
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By: | /s/ Allison Marino | |
| Name: Allison Marino | |
| Title: Chief Financial Officer and Chief Accounting Officer | |
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EGP CH EL CENTRO LLC, a Delaware limited liability company | ||
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By: | /s/ Allison Marino | |
| Name: Allison Marino | |
| Title: Chief Financial Officer and Chief Accounting Officer | |
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EGP DEA NORTH HIGHLANDS LLC, a Delaware limited liability company | ||
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By: | /s/ Allison Marino | |
| Name: Allison Marino Title: Chief Financial Officer and Chief Accounting Officer | |
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EGP DEA RIVERSIDE LLC, a Delaware limited liability company | ||
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By: | /s/ Allison Marino | |
| Name: Allison Marino | |
| Title: Chief Financial Officer and Chief Accounting Officer | |
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EGP DEA SANTA ANA LLC, a Delaware limited liability company |
[Signature Page to Seventh Amendment to Term Loan Agreement]
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By: | /s/ Allison Marino | |||
| Name: Allison Marino | |||
| Title: Chief Financial Officer and Chief Accounting Officer | |||
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EGP DEA VISTA LLC, a Delaware limited liability company | ||||
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By: | /s/ Allison Marino | |||
| Name: Allison Marino | |||
| Title: Chief Financial Officer and Chief Accounting Officer | |||
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EGP DEA WH SAN DIEGO LLC, a Delaware limited liability company | ||||
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By: | /s/ Allison Marino | |||
| Name: Allison Marino | |||
| Title: Chief Financial Officer and Chief Accounting Officer | |||
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EGP SSA SAN DIEGO LLC, a Delaware limited liability company | ||||
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By: | /s/ Allison Marino | |||
| Name: Allison Marino | |||
| Title: Chief Financial Officer and Chief Accounting Officer | |||
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EGP HUNTER LUBBOCK LP, a Delaware limited partnership | ||||
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By: EGP LUBBOCK GP LLC, its general partner | ||||
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By: | /s/ Allison Marino | |||
| Name: Allison Marino | |||
| Title: Chief Financial Officer and Chief Accounting Officer | |||
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EGP CH ABERDEEN LLC, a Delaware limited liability company | ||||
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By: | /s/ Allison Marino | |||
| Name: Allison Marino | |||
| Title: Chief Financial Officer and Chief Accounting Officer |
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[Signature Page to Seventh Amendment to Term Loan Agreement]
EGP 2297 OTAY LLC, a Delaware limited liability company | ||
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By: | /s/ Allison Marino | |
| Name: Allison Marino | |
| Title: Chief Financial Officer and Chief Accounting Officer | |
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EGP USCIS LINCOLN LLC, a Delaware limited liability company | ||
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By: | /s/ Allison Marino | |
| Name: Allison Marino | |
| Title: Chief Financial Officer and Chief Accounting Officer |
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EGP DEA Lab Dallas LP, a Delaware limited partnership
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By: EGP DEA LAB DALLAS GENERAL PARTNER LLC, its general partner | ||
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By: | /s/ Allison Marino | |
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| Name: Allison Marino |
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| Title: Chief Financial Officer and Chief Accounting Officer |
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EGP 1970 RICHMOND LLC, a Delaware limited liability company | ||
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By: | /s/ Allison Marino | |
| Name: Allison Marino | |
| Title: Chief Financial Officer and Chief Accounting Officer | |
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EGP 5441 ALBUQUERQUE LLC, a Delaware limited liability company | ||
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By: | /s/ Allison Marino | |
| Name: Allison Marino | |
| Title: Chief Financial Officer and Chief Accounting Officer | |
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EGP 601 OMAHA LLC, a Delaware limited liability company |
[Signature Page to Seventh Amendment to Term Loan Agreement]
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By: | /s/ Allison Marino | |
| Name: Allison Marino | |
| Title: Chief Financial Officer and Chief Accounting Officer | |
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EGP 920 BIRMINGHAM LLC, a Delaware limited liability company | ||
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By: | /s/ Allison Marino | |
| Name: Allison Marino | |
| Title: Chief Financial Officer and Chief Accounting Officer | |
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EGP 300 KANSAS CITY LLC, a Delaware limited liability company | ||
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By: | /s/ Allison Marino | |
| Name: Allison Marino | |
| Title: Chief Financial Officer and Chief Accounting Officer | |
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EGP 1000 BIRMINGHAM LLC, a Delaware limited liability company | ||
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By: | /s/ Allison Marino | |
| Name: Allison Marino | |
| Title: Chief Financial Officer and Chief Accounting Officer | |
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EGP 200 ALBANY LLC, a Delaware limited liability company | ||
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By: | /s/ Allison Marino | |
| Name: Allison Marino | |
| Title: Chief Financial Officer and Chief Accounting Officer | |
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EGP 401 SOUTH BEND LLC, a Delaware limited liability company | ||
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By: | /s/ Allison Marino | |
| Name: Allison Marino | |
| Title: Chief Financial Officer and Chief Accounting Officer | |
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EGP 5425 SALT LAKE LLC, a Delaware limited liability company |
[Signature Page to Seventh Amendment to Term Loan Agreement]
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By: | /s/ Allison Marino | |
| Name: Allison Marino | |
| Title: Chief Financial Officer and Chief Accounting Officer | |
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EGP 1540 SOUTH BEND LLC, a Delaware limited liability company | ||
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By: | /s/ Allison Marino | |
| Name: Allison Marino | |
| Title: Chief Financial Officer and Chief Accounting Officer | |
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EGP 1201 ALAMEDA LLC, a Delaware limited liability company
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By: | /s/ Allison Marino | |
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| Name: Allison Marino |
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| Title: Chief Financial Officer and Chief Accounting Officer |
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EGP 10749 LENEXA LLC, a Delaware limited liability company | ||
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By: | /s/ Allison Marino | |
| Name: Allison Marino | |
| Title: Chief Financial Officer and Chief Accounting Officer | |
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EGP 1547 TRACY LLC, a Delaware limited liability company | ||
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By: | /s/ Allison Marino | |
| Name: Allison Marino | |
| Title: Chief Financial Officer and Chief Accounting Officer | |
EGP 5855 SAN JOSE LLC, a Delaware limited liability company | ||
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By: | /s/ Allison Marino | |
| Name: Allison Marino | |
| Title: Chief Financial Officer and Chief Accounting Officer |
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EGP 10824 DALLAS LP, a Delaware limited partnership |
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[Signature Page to Seventh Amendment to Term Loan Agreement]
By: EGP 10824 DALLAS GENERAL PARTNER LLC, its | ||
general partner | ||
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By: | /s/ Allison Marino | |
| Name: Allison Marino | |
| Title: Chief Financial Officer and Chief Accounting Officer | |
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EGP 130 BUFFALO LLC, a Delaware limited liability company | ||
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By: | /s/ Allison Marino | |
| Name: Allison Marino | |
| Title: Chief Financial Officer and Chief Accounting Officer | |
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EGP 320 CLARKSBURG LLC, a Delaware limited liability company | ||
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By: | /s/ Allison Marino | |
| Name: Allison Marino | |
| Title: Chief Financial Officer and Chief Accounting Officer | |
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EGP 320 PARKERSBURG LLC, a Delaware limited liability company | ||
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By: | /s/ Allison Marino | |
| Name: Allison Marino | |
| Title: Chief Financial Officer and Chief Accounting Officer | |
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EGP 500 CHARLESTON LLC, a Delaware limited liability company | ||
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By: | /s/ Allison Marino | |
| Name: Allison Marino | |
| Title: Chief Financial Officer and Chief Accounting Officer | |
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EGP 2300 DES PLAINES LLC, a Delaware limited liability company | ||
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By: | /s/ Allison Marino |
[Signature Page to Seventh Amendment to Term Loan Agreement]
| Name: Allison Marino | |
| Title: Chief Financial Officer and Chief Accounting Officer | |
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EGP 3311 PITTSBURGH LLC, a Delaware limited liability company | ||
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By: | /s/ Allison Marino | |
| Name: Allison Marino | |
| Title: Chief Financial Officer and Chief Accounting Officer | |
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EGP 85 CHARLESTON LLC, a Delaware limited liability company | ||
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By: | /s/ Allison Marino | |
| Name: Allison Marino | |
| Title: Chief Financial Officer and Chief Accounting Officer | |
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EGP 7400 BAKERSFIELD LLC, a Delaware limited liability company | ||
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By: | /s/ Allison Marino | |
| Name: Allison Marino | |
| Title: Chief Financial Officer and Chief Accounting Officer | |
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EGP 1440 UPPER MARLBORO LLC, a Delaware limited liability company | ||
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By: | /s/ Allison Marino | |
| Name: Allison Marino | |
| Title: Chief Financial Officer and Chief Accounting Officer | |
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EGP 836 BIRMINGHAM LLC, a Delaware limited liability company | ||
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By: | /s/ Allison Marino | |
| Name: Allison Marino | |
| Title: Chief Financial Officer and Chief Accounting Officer | |
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EGP 22624 STERLING LLC, a Delaware limited liability company | ||
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[Signature Page to Seventh Amendment to Term Loan Agreement]
By: | /s/ Allison Marino |
| Name: Allison Marino |
| Title: Chief Financial Officer and Chief Accounting Officer |
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EGP 1201 PORTLAND LLC, a Delaware limited liability company | ||
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By: | /s/ Allison Marino | |
| Name: Allison Marino | |
| Title: Chief Financial Officer and Chief Accounting Officer | |
EGP 116 SUFFOLK LLC, a Delaware limited liability company | ||
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By: | /s/ Allison Marino | |
| Name: Allison Marino | |
| Title: Chief Financial Officer and Chief Accounting Officer | |
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EGP 2901 NEW ORLEANS LLC, a Delaware limited liability company | ||
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By: | /s/ Allison Marino | |
| Name: Allison Marino | |
| Title: Chief Financial Officer and Chief Accounting Officer | |
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EGP 11201 LENEXA LLC, a Delaware limited liability company | ||
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By: | /s/ Allison Marino | |
| Name: Allison Marino | |
| Title: Chief Financial Officer and Chief Accounting Officer | |
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EGP 14101 TUSTIN LLC, a Delaware limited liability company | ||
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By: | /s/ Allison Marino | |
| Name: Allison Marino | |
| Title: Chief Financial Officer and Chief Accounting Officer | |
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ORANGE VA LLC, a Delaware limited liability company | ||
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By: EGP WEST HAVEN LLC, its sole member |
[Signature Page to Seventh Amendment to Term Loan Agreement]
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By: | /s/ Allison Marino |
| Name: Allison Marino |
| Title: Chief Financial Officer and Chief Accounting Officer |
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EGP 660 EL PASO LP, a Delaware limited partnership | |
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By: EGP 660 EL PASO GENERAL PARTNER LLC, its general member | |
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By: | /s/ Allison Marino |
| Name: Allison Marino |
| Title: Chief Financial Officer and Chief Accounting Officer |
EGP CHICO LLC, a Delaware limited liability company | |
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/s/ Allison Marino | |
Name: Allison Marino | |
Title: Chief Financial Officer and Chief Accounting Officer | |
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EGP 4444 MOBILE LLC, a Delaware limited liability company | |
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By: | /s/ Allison Marino |
| Name: Allison Marino |
| Title: Chief Financial Officer and Chief Accounting Officer |
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EGP CHICO LLC, a Delaware limited liability company
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By: | /s/ Allison Marino |
| Name: Allison Marino |
| Title: Chief Financial Officer and Chief Accounting Officer |
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EGP 200 MOBILE LLC, a Delaware limited liability company | |
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By: | /s/ Allison Marino |
| Name: Allison Marino |
| Title: Chief Financial Officer and Chief Accounting Officer |
[Signature Page to Seventh Amendment to Term Loan Agreement]
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EGP 4136 NORTH CHARLESTON LLC, a Delaware limited liability company | |
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By: | /s/ Allison Marino |
| Name: Allison Marino |
| Title: Chief Financial Officer and Chief Accounting Officer |
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PHOENIX VA LLC, a Delaware limited liability company | |
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By: | /s/ Allison Marino |
| Name: Allison Marino Title: Chief Financial Officer and Chief Accounting Officer |
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EGP DEA PLEASANTON LLC, a Delaware limited liability company
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By: | /s/ Allison Marino |
| Name: Allison Marino |
| Title: Chief Financial Officer and Chief Accounting Officer |
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EGP 654 LOUISVILLE LLC, a Delaware limited liability company | |
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By: | /s/ Allison Marino |
| Name: Allison Marino |
| Title: Chief Financial Officer and Chief Accounting Officer |
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EGP 717 LOUISVILLE LLC, a Delaware limited liability company | |
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By: | /s/ Allison Marino |
| Name: Allison Marino |
| Title: Chief Financial Officer and Chief Accounting Officer |
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EGP 1501 KNOXVILLE LLC, a Delaware limited liability company | |
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By: | /s/ Allison Marino |
| Name: Allison Marino |
| Title: Chief Financial Officer and Chief Accounting Officer |
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[Signature Page to Seventh Amendment to Term Loan Agreement]
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EGP 318 SPRINGFIELD LLC, a Delaware limited liability company | |
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By: | /s/ Allison Marino |
| Name: Allison Marino |
| Title: Chief Financial Officer and Chief Accounting Officer |
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EGP 7220 KANSAS CITY LLC, a Delaware limited liability company | |
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By: | /s/ Allison Marino |
| Name: Allison Marino |
| Title: Chief Financial Officer and Chief Accounting Officer |
EGP 925 Brooklyn Heights LLC, a Delaware limited liability company | |
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By: | /s/ Allison Marino |
| Name: Allison Marino |
| Title: Chief Financial Officer and Chief Accounting Officer |
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West Indy VA LLC, a Delaware limited liability company | |
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By: | /s/ Allison Marino |
| Name: Allison Marino |
| Title: Chief Financial Officer and Chief Accounting Officer |
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EGP 17101 Broomfield LLC, a Delaware limited liability company | |
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By: | /s/ Allison Marino |
| Name: Allison Marino |
| Title: Chief Financial Officer and Chief Accounting Officer
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LUBBOCK VA LLC, a Delaware limited liability company | |
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By: | /s/ Allison Marino |
| Name: Allison Marino |
| Title: Chief Financial Officer and Chief |
[Signature Page to Seventh Amendment to Term Loan Agreement]
| Accounting Officer
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JOHNSON COUNTY VA LLC, a Delaware limited liability company | |
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By: | /s/ Allison Marino |
| Name: Allison Marino |
| Title: Chief Financial Officer and Chief Accounting Officer |
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Chattanooga VA LLC, a Delaware limited liability company | |
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By: | /s/ Allison Marino |
| Name: Allison Marino |
| Title: Chief Financial Officer and Chief Accounting Officer |
SAN ANTONIO VA LLC, a Delaware limited liability company | |
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By: | /s/ Allison Marino |
| Name: Allison Marino |
| Title: Chief Financial Officer and Chief Accounting Officer |
BIRMINGHAM VA LLC, a Delaware limited liability company | |
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By: | /s/ Allison Marino |
| Name: Allison Marino Title: Chief Financial Officer and Chief Accounting Officer |
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COBB COUNTY VA LLC, a Delaware limited liability company | |
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By: | /s/ Allison Marino |
| Name: Allison Marino |
Title: Chief Financial Officer and Chief Accounting Officer
COLUMBUS VA LLC, a Delaware limited liability company | |
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[Signature Page to Seventh Amendment to Term Loan Agreement]
By: | /s/ Allison Marino |
| Name: Allison Marino |
| Title: Chief Financial Officer and Chief Accounting Officer
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EGP 5525 Tampa LLC, a Delaware limited liability company | |
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By: | /s/ Allison Marino |
| Name: Allison Marino Title: Chief Financial Officer and Chief Accounting Officer |
EGP 2146 COUNCIL BLUFFS LLC, a Delaware limited liability company | |
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By: | /s/ Allison Marino |
| Name: Allison Marino Title: Chief Financial Officer and Chief Accounting Officer
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CORPUS CHRISTI LLC, a Delaware limited liability company | |
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By: | /s/ Allison Marino |
| Name: Allison Marino Title: Chief Financial Officer and Chief Accounting Officer
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EGP 1065 ANAHEIM LLC, a Delaware limited liability company | |
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By: | /s/ Allison Marino |
| Name: Allison Marino Title: Chief Financial Officer and Chief Accounting Officer |
EGP 1500 ATLANTA LLC, a Delaware limited liability company | |
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By: | /s/ Allison Marino |
| Name: Allison Marino Title: Chief Financial Officer and Chief Accounting Officer |
[Signature Page to Seventh Amendment to Term Loan Agreement]
EGP 2400 NEWPORT NEWS LLC, a Delaware limited liability company | |
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By: | /s/ Allison Marino |
| Name: Allison Marino Title: Chief Financial Officer and Chief Accounting Officer |
[Signature Page to Seventh Amendment to Term Loan Agreement]
The foregoing Amendment is hereby consented to, acknowledged and agreed as of the date hereof.
PNC BANK, NATIONAL ASSOCIATION,
as the Administrative Agent and a Lender
By: /s/ Shari Reams-Henofer
Name: Shari Reams-Henofer
Title: Senior Vice President
[Signature Page to Seventh Amendment to Term Loan Agreement]
U.S. BANK NATIONAL ASSOCIATION
By: /s/ Germaine Korhone
Name: Germaine Korhone
Title: Senior Vice President
TRUIST BANK, as a Lender
By: /s/ C. Vincent Hughes, Jr.
Name: C. Vincent Hughes, Jr.
Title: Senior Vice President