Healthcare Trust of America, Inc.
AMENDMENT NO. 1
November 29, 2019
Bank of Montreal
250 Yonge Street, 10th Floor
Toronto, ON M5B 2L7
Ladies and Gentlemen:
Reference is made to the Master Confirmation, dated December 28, 2018 (the Master Confirmation), between Healthcare Trust of America, Inc., a Maryland corporation (the Company), and Bank of Montreal, and BMO Capital Markets Corp., solely in its capacity as agent (collectively, BMO). All capitalized terms used in this Amendment No. 1 to the Master Confirmation between the Company and BMO (this Amendment) and not otherwise defined herein shall have the respective meanings assigned to them in the Master Confirmation. The Company and BMO agree as follows:
A. Amendments to Master Confirmation. The Master Confirmation is amended as follows:
1. The first sentence of the first paragraph of the Master Confirmation shall be amended to add and as amended on November 29, 2019 immediately before (the Equity Distribution Agreement).
2. The first sentence of the second paragraph of the Supplemental Confirmation attached as Exhibit A to the Master Confirmation shall be amended to add and as amended on November 29, 2019 immediately after dated as of December 28, 2018.
B. No Other Amendments. Except as set forth in Part A above, all the terms and provisions of the Master Confirmation shall continue in full force and effect. All references to the Master Confirmation in the Master Confirmation or in any other document executed or delivered in connection therewith shall, from the date hereof, be deemed a reference to the Master Confirmation as amended by this Amendment. Notwithstanding anything to the contrary contained herein, this Amendment shall not have any effect on offerings or sales of the Shares prior to the date hereof or on the terms of the Master Confirmation and the rights and obligations of the parties thereunder, insofar as they relate to such offerings or sales, including, without limitation, the representations, warranties and agreements (including the indemnification and contribution provisions) contained in the Master Confirmation.
C. Applicable Law. This Amendment will be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York.
D. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.