Eighth Amendment to Term Loan Agreement, dated as of July 15, 2024, by and among Easterly Government Properties Inc., Easterly Government Properties LP, 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

Contract Categories: Business Finance - Loan Agreements
EX-10.3 2 dea-ex10_3.htm EX-10.3 EX-10.3

Exhibit 10.3

Execution Version

 

EIGHTH AMENDMENT TO TERM LOAN AGREEMENT

 

This eighth Amendment to Term Loan Agreement (this “Amendment”) is entered into as of this 15th day of July, 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, that certain Sixth Amendment to Term Loan Agreement dated as of May 30, 2023 and that certain Seventh Amendment to Term Loan Agreement dated as of January 23, 2024, 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 make conforming amendments to certain provisions of the Loan Agreement and the Administrative Agent and the Lenders are willing to make such amendments 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:

Article I

AMENDMENTS TO LOAN AGREEMENT
1.1
Amendments to Loan Agreement.
(a)
Section 1.01 of the Loan Agreement is hereby amended by adding the following new definitions:
(i)
“Anti-Corruption Laws” shall mean all laws, rules, and regulations of any jurisdiction applicable to the Borrower, the Parent or their Subsidiaries from time to time concerning or relating to bribery, corruption or money laundering including, without limitation, the United States Foreign Corrupt Practices Act of 1977, as amended.
(ii)
“Existing Revolving Credit Agreement” means that certain Credit Agreement dated as of June 3, 2024 among the Borrower, the Parent, the other guarantors party thereto, the lenders party thereto and Citibank, N.A. as administrative agent, as the same has been or may hereafter be, amended or otherwise modified, together with any replacement or successor facility that Borrower may enter into (including without limitation, any amendment and restatement of the Credit Agreement referred to above).
(iii)
“Leverage Increase Period” has the meaning specified in Section 5.04(a)(i).

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(iv)
“Unsecured Leverage Increase Period” has the meaning specified in Section 5.04(b)(i).
(b)
The definition of “Funds from Operations” in Section 1.01 of the Loan Agreement is hereby deleted in its entirety and replaced with the following:

““Funds From Operations” means, with respect to the Parent, net income (computed in accordance with GAAP), excluding from such amount (i) gains (or losses) from sales of property and extraordinary and unusual items, (ii) the amortization of lease inducements into rental income, (iii) non-cash compensation expense as reported in the publicly filed financial statements of the Parent, (iv) to the extent subtracted in computing net income, non-recurring items of the Parent and its Subsidiaries determined on a consolidated basis and in accordance with GAAP and (v) depreciation and amortization, and after adjustments for unconsolidated Joint Ventures. Adjustments for unconsolidated Joint Ventures will be calculated to reflect funds from operations on the same basis.”

(c)
The definition of “Senior Financing Transaction” in Section 1.01 of the Credit Agreement is hereby amended by adding the words “and Existing Revolving Credit Agreement” immediately after the words “Existing Credit Agreement”.
(d)
Section 5.04(a)(i) of the Loan Agreement is hereby deleted in its entirety and replaced with the following:

“(i) Maximum Leverage Ratio. Maintain at all times a Leverage Ratio of not greater than 60%; provided, however, that the Leverage Ratio may be increased to 65% for the four consecutive fiscal quarters following the fiscal quarter in which a Material Acquisition occurs (the period during which any such increase in the Leverage Ratio shall be in effect being called a “Leverage Increase Period”). There shall be no more than two Leverage Increase Periods prior to the Maturity Date.”

(e)
Section 5.04(a)(iv) of the Loan Agreement is hereby deleted in its entirety and replaced with the following:

“(iv) Minimum Tangible Net Worth. Maintain at all times tangible net worth of the Parent and its Subsidiaries, as determined in accordance with GAAP, of not less than the sum of $1,040,884,500 plus an amount equal to 75% times the net cash proceeds of all issuances and primary sales of Equity Interests of the Parent or the Borrower consummated following March 31, 2024.”

(f)
Section 5.04(b)(i) of the Loan Agreement is hereby deleted in its entirety and replaced with the following:

“(i) Maximum Unsecured Leverage Ratio. Maintain at all times an Unsecured Leverage Ratio of not greater than 60%; provided, however, that the Unsecured Leverage Ratio may be increased to 65% for the four consecutive fiscal quarters following the fiscal quarter in which a Material Acquisition occurs (the period during which any such increase in the Leverage Ratio shall be in effect being called a “Unsecured Leverage Increase Period”). There shall be no more than two Unsecured Leverage Increase Periods prior to the Maturity Date.”

(g)
Section 9.01(a) of the Loan Agreement is hereby amended as follows:

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(i)
The words “or (x)” are hereby deleted and replaced with the following:

“(x) subordinate, or have the effect of subordinating, the Obligations hereunder to any other Debt without the consent of each Lender or (xi)”

(ii)
The reference to Section 10.01(d) in clause (B) of the proviso is hereby amended to reference Section 9.01(d).
Article II

CONDITIONS TO EFFECTIVENESS
2.1
Closing Conditions.
(a)
Except for Section 1.1(g), this Amendment shall become effective as of June 28, 2024 on the date on which, and only if, each of the following conditions precedent shall have been satisfied (such date, the “Amendment Effective Date”):
(i)
The Administrative Agent shall have received counterparts of this Amendment executed by the Borrower and the Guarantors;
(ii)
The Administrative Agent shall have received counterparts of this Amendment executed by the Required Lenders; and
(iii)
All of the fees and expenses of the Administrative Agent (including the reasonable fees and expenses of counsel for the Administrative Agent) due and payable on the Amendment Effective Date shall have been paid in full.
(b)
Section 1.1(g) shall become effective as of June 28, 2024 on the date on which, and only if, each of the following conditions precedent shall have been satisfied:
(i)
each of the conditions precedent to the Amendment Effective Date have been satisfied; and
(ii)
The Administrative Agent shall have received counterparts of this Amendment executed by all of the Lenders.
(c)
The effectiveness of this Amendment is further conditioned upon the accuracy of the factual matters described herein.
Article III

MISCELLANEOUS
3.1
Amended Terms. On and after the Amendment Effective Date, all references to the Loan Agreement in each of the Loan Documents shall hereafter mean the Loan Agreement as amended and modified by this Amendment. Except as specifically amended and modified hereby, the Loan Agreement and each of the other Loan Documents are hereby ratified and confirmed by the Loan Parties and shall remain in full force and effect according to their respective terms.
3.2
Representations and Warranties of Loan Parties. Each of the Loan Parties represents and warrants as follows:
(a)
It has taken all necessary action to authorize the execution, delivery and performance of this Amendment.

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(b)
This Amendment has been duly executed and delivered by such Person and constitutes such Person’s legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).
(c)
No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by such Person of this Amendment.
(d)
After giving effect to this Amendment, the representations and warranties set forth in Article IV of the Loan Agreement are true and correct in all material respects (unless qualified as to materiality or Material Adverse Effect, in which case such representations and warranties shall be true and correct in all respects and except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct on and as of such earlier date, and except further to the extent any such representations and warranties that are no longer true and correct as a result of factual changes since the Closing Date that are permitted under the Loan Agreement) as of the date hereof (except for those which expressly relate to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date).
(e)
As of the date hereof, to the knowledge of the Borrower, there exists no Default or Event of Default under any of the Loan Documents.
(f)
The Obligations are not subject to any offsets, defenses or counterclaims.
3.3
Reaffirmation of Obligations. Except as specifically amended or modified hereby, each Loan Party hereby ratifies the Loan Agreement and the other Loan Documents and acknowledges and reaffirms (a) that it is bound by all terms of the Loan Agreement and the other Loan Documents applicable to it and (b) that it is responsible for the observance and full performance of the Obligations.
3.4
Loan Document. This Amendment shall constitute a Loan Document under the terms of the Loan Agreement. On and after the effectiveness of this Amendment, each reference in the Loan Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Loan Agreement, and each reference in the other Loan Documents to “the Loan Agreement”, “thereunder”, “thereof” or words of like import referring to the Loan Agreement, shall mean and be a reference to the Loan Agreement, as amended and modified by this Amendment. No amendment, modification, or waiver of any of the provisions of this Amendment by any party hereto shall be deemed to be made unless the same shall be in writing signed on behalf of each party hereto.
3.5
Expenses. Each Loan Party agrees jointly and severally to pay, in accordance with Section 9.04 of the Loan Agreement, all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including without limitation, the reasonable and documented fees and expenses of O’Melveny & Myers LLP, counsel for the Administrative Agent.
3.6
Further Assurances. The Loan Parties agree to promptly take such action, upon the request of the Administrative Agent, as is necessary to carry out the intent of this Amendment.
3.7
Entirety. This Amendment and the other Loan Documents embody the entire agreement among the parties hereto and supersede all prior agreements and understandings, oral or written, if any, relating to the subject matter hereof.
3.8
Counterparts; Telecopy. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the

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same instrument. Delivery of an executed counterpart to this Amendment by telecopy or other electronic means (e.g., PDF by e-mail) shall be effective as an original and shall constitute a representation that an original will be delivered. Copies of originals, including copies delivered by facsimile, .pdf, or other electronic means, shall have the same import and effect as original counterparts and shall be valid, enforceable and binding for the purposes of this Amendment and each other Loan Document. The words “execution,” “signed,” “signature,” and words of like import in this Amendment shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature 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. Notwithstanding anything contained herein to the contrary, the Administrative Agent is under no obligation to accept an electronic signature in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it. Without limitation of the foregoing, (a) to the extent the Administrative Agent has agreed to accept such electronic signature, the Administrative Agent and each of the Lenders shall be entitled to rely on any such electronic signature purportedly given by or on behalf of any Loan Party or any other party hereto without further verification and regardless of the appearance or form of such electronic signature and (b) upon the request of the Administrative Agent or any Lender, any electronic signature shall be promptly followed by a manually executed counterpart. Each Loan Party hereby waives (i) any argument, defense or right to contest the legal effect, validity or enforceability of this Amendment and/or any other Loan Document based solely on the lack of paper original copies of this Amendment and/or such other Loan Document and (ii) any claim against the Administrative Agent or any Lender for any liabilities arising solely from such Person’s reliance on or use of electronic signatures, including any liabilities arising as a result of the failure of the Loan Parties to use any available security measures in connection with the execution, delivery or transmission of any electronic signature.
3.9
No Actions, Claims, Etc. As of the date hereof, each of the Loan Parties hereby acknowledges and confirms that it has no knowledge of any actions, causes of action, claims, demands, damages and liabilities of whatever kind or nature, in law or in equity, against the Administrative Agent, the Lender Parties, or the Administrative Agent’s or the Lender Parties’ respective officers, employees, representatives, agents, counsel or directors arising from any action by such Persons, or failure of such Persons to act under the Loan Agreement on or prior to the date hereof.
3.10
GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
3.11
Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
3.12
Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. The jurisdiction, service of process and waiver of jury trial provisions set forth in Sections 9.16 and 9.18 of the Loan Agreement are hereby incorporated by reference, mutatis mutandis.

[Remainder of page intentionally left blank]

 

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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:

 

EASTERLY GOVERNMENT PROPERTIES LP,

a Delaware limited partnership

 

 

By:

EASTERLY GOVERNMENT PROPERTIES,

 

INC., a Maryland corporation,

 

its sole General Partner

 

 

 

By:

/s/ Allison Marino

 

 

Name: Allison Marino

 

 

Title: Chief Financial Officer and Chief Accounting Officer

 

 

 

 

PARENT:

 

EASTERLY GOVERNMENT PROPERTIES, INC., a Maryland corporation

 

By:

/s/ Allison Marino

 

Name: Allison Marino

 

Title: Chief Financial Officer and Chief Accounting

 

Officer

 

 

 

 

 

 

[Signatures continue]

 

[Signature Page to Eighth Amendment to Term Loan Agreement]

 

SUBSIDIARY GUARANTORS:

 

USGP ALBANY DEA, LLC,

a Delaware limited liability company

 

 

By: /s/ Allison Marino

Name: Allison Marino

Title: Chief Financial Officer and
Chief Accounting Officer

 

USGP DALLAS DEA LP,
a Delaware limited partnership

 

By: USGP DALLAS 1 G.P., LLC, its general partner

 

 

By: /s/ Allison Marino

Name: Allison Marino

Title: Chief Financial Officer and
Chief Accounting Officer

USGP DEL RIO CH LP,
a Delaware limited partnership

 

By: USGP DEL RIO 1 G.P., LLC, its general partner

 

 

By: /s/ Allison Marino

Name: Allison Marino

Title: Chief Financial Officer and
Chief Accounting Officer

USGP FRESNO IRS, LLC,
a Delaware limited liability company

 

By: USGP FRESNO IRS MEMBER LLC, its sole member

By: /s/ Allison Marino

Name: Allison Marino

Title: Chief Financial Officer and
Chief Accounting Officer

 

USGP SAN ANTONIO, LP,
a Delaware limited partnership

 

By: USGP SAN ANTONIO GP, LLC, its general partner

 

 

By: /s/ Allison Marino

Name: Allison Marino

Title: Chief Financial Officer and
Chief Accounting Officer

 

[Signatures continue]

[Signature Page to Eighth Amendment to Term Loan Agreement]

 

USGP ALBUQUERQUE USFS I, LLC,
a Delaware limited liability company

By: USGP ALBUQUERQUE USFS I MEMBER, LLC, its sole member

 

 

By: /s/ Allison Marino

Name: Allison Marino

Title: Chief Financial Officer and
Chief Accounting Officer

 

USGP II ARLINGTON PTO LP,
a Delaware limited partnership

 

By: USGP II ARLINGTON PTO GENERAL PARTNER LLC, its general partner

 

By: /s/ Allison Marino

Name: Allison Marino

Title: Chief Financial Officer and
Chief Accounting Officer

USGP II LAKEWOOD DOT LP,
a Delaware limited partnership

By: USGP II LAKEWOOD DOT GENERAL PARTNER LLC, its general partner

 

 

By: /s/ Allison Marino

Name: Allison Marino

Title: Chief Financial Officer and
Chief Accounting Officer

 

USGP II LITTLE ROCK FBI LP,
a Delaware limited partnership

 

By: USGP II LITTLE ROCK FBI GENERAL PARTNER LLC, its general partner

 

 

By: /s/ Allison Marino

Name: Allison Marino

Title: Chief Financial Officer and
Chief Accounting Officer

 

[Signatures continue]

 

[Signature Page to Eighth Amendment to Term Loan Agreement]

 

USGP II MARTINSBURG USCG LP,
a Delaware limited partnership

By: USGP II MARTINSBURG USCG GENERAL PARTNER LLC, its general partner

 

 

By: /s/ Allison Marino

Name: Allison Marino

Title: Chief Financial Officer and
Chief Accounting Officer

 

EGP 4411 OMAHA LP,
a Delaware limited partnership

 

 

By: /s/ Allison Marino

Name: Allison Marino

Title: Chief Financial Officer and
Chief Accounting Officer

 

EGP CH EL CENTRO LLC,
a Delaware limited liability company

 

 

By: /s/ Allison Marino

Name: Allison Marino

Title: Chief Financial Officer and
Chief Accounting Officer

 

EGP DEA NORTH HIGHLANDS LLC,
a Delaware limited liability company

 

 

By: /s/ Allison Marino

Name: Allison Marino

Title: Chief Financial Officer and
Chief Accounting Officer

 

EGP DEA RIVERSIDE LLC,
a Delaware limited liability company

 

 

By: /s/ Allison Marino

Name: Allison Marino

Title: Chief Financial Officer and
Chief Accounting Officer

 

[Signatures continue]

 

[Signature Page to Eighth Amendment to Term Loan Agreement]

 

EGP DEA SANTA ANA LLC,
a Delaware limited liability company

 

 

By: /s/ Allison Marino

Name: Allison Marino

Title: Chief Financial Officer and
Chief Accounting Officer

 

EGP DEA VISTA LLC,
a Delaware limited liability company

 

 

By: /s/ Allison Marino

Name: Allison Marino

Title: Chief Financial Officer and
Chief Accounting Officer

 

EGP DEA WH SAN DIEGO LLC,
a Delaware limited liability company

 

 

By: /s/ Allison Marino

Name: Allison Marino

Title: Chief Financial Officer and
Chief Accounting Officer

 

EGP SSA SAN DIEGO LLC,
a Delaware limited liability company

 

 

By: /s/ Allison Marino

Name: Allison Marino

Title: Chief Financial Officer and
Chief Accounting Officer

 

EGP HUNTER LUBBOCK LP,
a Delaware limited partnership

By: EGP LUBBOCK GP LLC, its general partner

 

 

By: /s/ Allison Marino

Name: Allison Marino

Title: Chief Financial Officer and
Chief Accounting Officer

 

[Signatures continue]

 

[Signature Page to Eighth Amendment to Term Loan Agreement]

 

EGP CH ABERDEEN LLC, a Delaware limited

liability company

 

 

By: /s/ Allison Marino

Name: Allison Marino

Title: Chief Financial Officer and
Chief Accounting Officer

 

EGP 2297 OTAY LLC, a Delaware limited

liability company

 

 

By: /s/ Allison Marino

Name: Allison Marino

Title: Chief Financial Officer and
Chief Accounting Officer

 

EGP USCIS LINCOLN LLC, a Delaware limited

liability company

 

 

By: /s/ Allison Marino

Name: Allison Marino

Title: Chief Financial Officer and
Chief Accounting Officer

 

EGP DEA LAB DALLAS LP,
a Delaware limited partnership

 

By: EGP DEA LAB DALLAS GENERAL PARTNER LLC, its general partner

 

 

By: /s/ Allison Marino

Name: Allison Marino

Title: Chief Financial Officer and
Chief Accounting Officer

 

EGP 1970 RICHMOND LLC,
a Delaware limited liability company

 

 

By: /s/ Allison Marino

Name: Allison Marino

Title: Chief Financial Officer and
Chief Accounting Officer

 

[Signatures continue]

 

[Signature Page to Eighth Amendment to Term Loan Agreement]

 

EGP 5441 ALBUQUERQUE LLC,
a Delaware limited liability company

 

 

By: /s/ Allison Marino

Name: Allison Marino

Title: Chief Financial Officer and
Chief Accounting Officer

 

EGP 601 OMAHA LLC,
a Delaware limited liability company

 

 

By: /s/ Allison Marino

Name: Allison Marino

Title: Chief Financial Officer and
Chief Accounting Officer

 

EGP 920 BIRMINGHAM LLC,
a Delaware limited liability company

 

 

By: /s/ Allison Marino

Name: Allison Marino

Title: Chief Financial Officer and
Chief Accounting Officer

 

EGP 300 KANSAS CITY LLC,
a Delaware limited liability company

 

 

By: /s/ Allison Marino

Name: Allison Marino

Title: Chief Financial Officer and
Chief Accounting Officer

 

EGP 1000 BIRMINGHAM LLC,
a Delaware limited liability company

 

 

By: /s/ Allison Marino

Name: Allison Marino

Title: Chief Financial Officer and
Chief Accounting Officer

 

[Signatures continue]

 

[Signature Page to Eighth Amendment to Term Loan Agreement]

 

 

EGP 200 ALBANY LLC,
a Delaware limited liability company

 

 

By: /s/ Allison Marino

Name: Allison Marino

Title: Chief Financial Officer and
Chief Accounting Officer

 

EGP 401 SOUTH BEND LLC,
a Delaware limited liability company

 

 

By: /s/ Allison Marino

Name: Allison Marino

Title: Chief Financial Officer and
Chief Accounting Officer

 

EGP 5425 SALT LAKE LLC,
a Delaware limited liability company

 

 

By: /s/ Allison Marino

Name: Allison Marino

Title: Chief Financial Officer and
Chief Accounting Officer

 

EGP 1540 SOUTH BEND LLC,
a Delaware limited liability company

 

 

By: /s/ Allison Marino

Name: Allison Marino

Title: Chief Financial Officer and
Chief Accounting Officer

 

EGP 1201 ALAMEDA LLC,
a Delaware limited liability company

 

 

By: /s/ Allison Marino

Name: Allison Marino

Title: Chief Financial Officer and
Chief Accounting Officer

 

[Signatures continue]

 

[Signature Page to Eighth Amendment to Term Loan Agreement]

 

EGP 10749 LENEXA LLC,
a Delaware limited liability company

 

 

By: /s/ Allison Marino

Name: Allison Marino

Title: Chief Financial Officer and
Chief Accounting Officer

 

EGP 1547 TRACY LLC,
a Delaware limited liability company

 

 

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

 

 

By: /s/ Allison Marino

Name: Allison Marino

Title: Chief Financial Officer and
Chief Accounting Officer

 

EGP 10824 DALLAS LP,
a Delaware limited partnership

 

By: EGP 10824 DALLAS GENERAL PARTNER LLC, its general partner

 

 

By: /s/ Allison Marino

Name: Allison Marino

Title: Chief Financial Officer and
Chief Accounting Officer

 

EGP 130 BUFFALO LLC,
a Delaware limited liability company

 

 

By: /s/ Allison Marino

Name: Allison Marino

Title: Chief Financial Officer and
Chief Accounting Officer

 

[Signatures continue]

 

[Signature Page to Eighth Amendment to Term Loan Agreement]

 

EGP 320 CLARKSBURG LLC,
a Delaware limited liability company

 

 

By: /s/ Allison Marino

Name: Allison Marino

Title: Chief Financial Officer and
Chief Accounting Officer

 

EGP 320 PARKERSBURG LLC,
a Delaware limited liability company

 

 

By: /s/ Allison Marino

Name: Allison Marino

Title: Chief Financial Officer and
Chief Accounting Officer

 

EGP 500 CHARLESTON LLC,
a Delaware limited liability company

 

 

By: /s/ Allison Marino

Name: Allison Marino

Title: Chief Financial Officer and
Chief Accounting Officer

 

EGP 2300 DES PLAINES LLC,
a Delaware limited liability company

 

 

By: /s/ Allison Marino

Name: Allison Marino

Title: Chief Financial Officer and
Chief Accounting Officer

 

EGP 3311 PITTSBURGH LLC,
a Delaware limited liability company

 

 

By: /s/ Allison Marino

Name: Allison Marino

Title: Chief Financial Officer and
Chief Accounting Officer

 

[Signatures continue]

 

[Signature Page to Eighth Amendment to Term Loan Agreement]

 

EGP 85 CHARLESTON LLC,
a Delaware limited liability company

 

 

By: /s/ Allison Marino

Name: Allison Marino

Title: Chief Financial Officer and
Chief Accounting Officer

 

EGP 7400 BAKERSFIELD LLC,
a Delaware limited liability company

 

 

By: /s/ Allison Marino

Name: Allison Marino

Title: Chief Financial Officer and
Chief Accounting Officer

 

EGP 1440 UPPER MARLBORO LLC,
a Delaware limited liability company

 

 

By: /s/ Allison Marino

Name: Allison Marino

Title: Chief Financial Officer and
Chief Accounting Officer

 

EGP 836 BIRMINGHAM LLC,
a Delaware limited liability company

 

 

By: /s/ Allison Marino

Name: Allison Marino

Title: Chief Financial Officer and
Chief Accounting Officer

 

EGP 22624 STERLING LLC,
a Delaware limited liability company

 

 

By: /s/ Allison Marino

Name: Allison Marino

Title: Chief Financial Officer and
Chief Accounting Officer

 

[Signatures continue]

 

[Signature Page to Eighth Amendment to Term Loan Agreement]

 

EGP 1201 PORTLAND LLC,
a Delaware limited liability company

 

 

By: /s/ Allison Marino

Name: Allison Marino

Title: Chief Financial Officer and
Chief Accounting Officer

 

EGP 116 SUFFOLK LLC,
a Delaware limited liability company

 

 

By: /s/ Allison Marino

Name: Allison Marino

Title: Chief Financial Officer and
Chief Accounting Officer

 

EGP 2901 NEW ORLEANS LLC,
a Delaware limited liability company

 

 

By: /s/ Allison Marino

Name: Allison Marino

Title: Chief Financial Officer and
Chief Accounting Officer

 

EGP 11201 LENEXA LLC,
a Delaware limited liability company

 

 

By: /s/ Allison Marino

Name: Allison Marino

Title: Chief Financial Officer and
Chief Accounting Officer

 

EGP 14101 TUSTIN LLC,
a Delaware limited liability company

 

 

By: /s/ Allison Marino

Name: Allison Marino

Title: Chief Financial Officer and
Chief Accounting Officer

 

 

[Signatures continue]

[Signature Page to Eighth Amendment to Term Loan Agreement]

 

 

ORANGE VA LLC,
a Delaware limited liability company

 

By: EGP WEST HAVEN LLC, its sole member

 

 

By: /s/ Allison Marino

Name: Allison Marino

Title: Chief Financial Officer and
Chief Accounting Officer

 

EGP 660 EL PASO LP,
a Delaware limited partnership

 

By: EGP 660 EL PASO GENERAL PARTNER LLC, its general member

 

 

By: /s/ Allison Marino

Name: Allison Marino

Title: Chief Financial Officer and
Chief Accounting Officer

 

EGP 4444 MOBILE LLC,
a Delaware limited liability company

 

 

By: /s/ Allison Marino

Name: Allison Marino

Title: Chief Financial Officer and
Chief Accounting Officer

EGP CHICO LLC,
a Delaware limited liability company

 

 

By: /s/ Allison Marino

Name: Allison Marino

Title: Chief Financial Officer and
Chief Accounting Officer

 

EGP 200 MOBILE LLC,
a Delaware limited liability company

 

 

By: /s/ Allison Marino

Name: Allison Marino

Title: Chief Financial Officer and
Chief Accounting Officer

 

[Signatures continue]

 

[Signature Page to Eighth Amendment to Term Loan Agreement]

 

EGP 4136 NORTH CHARLESTON LLC,

a Delaware limited liability company

 

 

By: /s/ Allison Marino

Name: Allison Marino

Title: Chief Financial Officer and
Chief Accounting Officer

 

EGP 111 JACKSON LLC,
a Delaware limited liability company

 

 

By: /s/ Allison Marino

Name: Allison Marino

Title: Chief Financial Officer and
Chief Accounting Officer

 

EGP 654 LOUISVILLE LLC,
a Delaware limited liability company

 

 

By: /s/ Allison Marino

Name: Allison Marino

Title: Chief Financial Officer and
Chief Accounting Officer

 

EGP 717 LOUISVILLE LLC,
a Delaware limited liability company

 

 

By: /s/ Allison Marino

Name: Allison Marino

Title: Chief Financial Officer and
Chief Accounting Officer

 

EGP 1501 KNOXVILLE LLC,
a Delaware limited liability company

 

 

By: /s/ Allison Marino

Name: Allison Marino

Title: Chief Financial Officer and
Chief Accounting Officer

 

[Signatures continue]

 

[Signature Page to Eighth Amendment to Term Loan Agreement]

 

EGP 318 SPRINGFIELD LLC,
a Delaware limited liability company

 

 

By: /s/ Allison Marino

Name: Allison Marino

Title: Chief Financial Officer and
Chief Accounting Officer

 

EGP 7220 KANSAS CITY LLC,
a Delaware limited liability company

 

 

By: /s/ Allison Marino

Name: Allison Marino

Title: Chief Financial Officer and
Chief Accounting Officer

 

EGP DEA PLEASANTON LLC,
a Delaware limited liability company

 

 

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

 

 

By: /s/ Allison Marino

Name: Allison Marino

Title: Chief Financial Officer and
Chief Accounting Officer

 

WEST INDY VA LLC,
a Delaware limited liability company

 

By: EGP 3510 LUBBOCK LLC, its sole member

 

 

By: /s/ Allison Marino

Name: Allison Marino

Title: Chief Financial Officer and
Chief Accounting Officer

 

[Signatures continue]

 

[Signature Page to Eighth Amendment to Term Loan Agreement]

 

EGP 17101 BROOMFIELD LLC,
a Delaware limited liability company

 

 

By: /s/ Allison Marino

Name: Allison Marino

Title: Chief Financial Officer and
Chief Accounting Officer

 

EGP 5525 TAMPA LLC,
a Delaware limited liability company

 

 

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

 

 

By: /s/ Allison Marino

Name: Allison Marino

Title: Chief Financial Officer and
Chief Accounting Officer

 

 

EGP 1065 ANAHEIM LLC,
a Delaware limited liability company

 

 

By: /s/ Allison Marino

Name: Allison Marino

Title: Chief Financial Officer and
Chief Accounting Officer

 

EGP 2400 NEWPORT NEWS LLC,
a Delaware limited liability company

 

 

By: /s/ Allison Marino

Name: Allison Marino

Title: Chief Financial Officer and
Chief Accounting Officer

 

[Signatures continue]

 

[Signature Page to Eighth Amendment to Term Loan Agreement]

 

EGP 1500 ATLANTA LLC,
a Delaware limited liability company

 

 

By: /s/ Allison Marino

Name: Allison Marino

Title: Chief Financial Officer and
Chief Accounting Officer

 

EGP 555 GOLDEN LLC,
a Delaware limited liability company

 

 

By: /s/ Allison Marino

Name: Allison Marino

Title: Chief Financial Officer and
Chief Accounting Officer

 

EGP 8222 IRVING LLC,
a Delaware limited liability company

 

 

By: /s/ Allison Marino

Name: Allison Marino

Title: Chief Financial Officer and
Chief Accounting Officer

 

EGP 9495 ORLANDO LLC,
a Delaware limited liability company

 

 

By: /s/ Allison Marino

Name: Allison Marino

Title: Chief Financial Officer and
Chief Accounting Officer

 

EGP 6643 ORLANDO LLC,
a Delaware limited liability company

 

 

By: /s/ Allison Marino

Name: Allison Marino

Title: Chief Financial Officer and
Chief Accounting Officer

 

[Signatures continue]

 

[Signature Page to Eighth 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

[Signatures continue]

[Signature Page to Eighth Amendment to Term Loan Agreement]

 

 

 

U.S. BANK NATIONAL ASSOCIATION

 

By: /s/ Germaine Korhone
Name: Germaine Korhone
Title: Senior Vice President

 

[Signatures continue]

 

 

 

 

TRUIST BANK, as a Lender

 

 

By: /s/ C. Vincent Hughes, Jr.
Name: C. Vincent Hughes, Jr.
Title: Senior Vice President

[Signatures end]