Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 28, 2024

PHYSICIANS REALTY TRUST

(DOC DR Holdco, LLC, as successor by merger to Physicians Realty Trust)

(Exact name of registrant as specified in its charter)

Maryland		001-36007		46-2519850
(State of Organization)		(Commission File Number)		(IRS Employer Identification No.)

309 N. Water Street, Suite 500				53202
Milwaukee, Wisconsin				(Zip Code)
(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (414) 367-5600

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common stock, $0.01 par value per share		DOC		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Introductory Note.

This Current Report on Form 8-K is being filed in connection with the consummation on March 1, 2024 (the “Closing Date”) of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of October 29, 2023, by and among Physicians Realty Trust, a Maryland real estate investment trust (“Physicians Realty Trust”), Healthpeak Properties, Inc., a Maryland corporation (“Healthpeak”), DOC DR Holdco, LLC (formerly known as Alpine Sub, LLC), a Maryland limited liability company and a wholly owned subsidiary of Healthpeak (“DOC DR Holdco”), DOC DR, LLC (formerly known as Alpine OP Sub, LLC), a Maryland limited liability company and a wholly owned subsidiary of Healthpeak OP (as defined below) (“DOC DR OP Sub”), and Physicians Realty L.P., a Delaware limited partnership (“Physicians Partnership”) (the “Merger Agreement”).

Pursuant to the Merger Agreement, on the Closing Date: (a) Physicians Realty Trust merged with and into DOC DR Holdco (the “Company Merger”), with DOC DR Holdco surviving as a wholly owned subsidiary of Healthpeak (the “Company Surviving Entity”); (b) immediately following the effectiveness of the Company Merger, Healthpeak contributed to Healthpeak OP, LLC, a Maryland limited liability company (“Healthpeak OP”), all of the outstanding equity interests in the Company Surviving Entity (the “Contribution”); and (c) immediately following the Contribution, Physicians Partnership merged with and into DOC DR OP Sub (the “Partnership Merger” and, together with the Company Merger, the “Mergers”), with DOC DR OP Sub surviving as a subsidiary of Healthpeak OP (the “Partnership Surviving Entity”).

Item 1.01. Entry into a Material Definitive Agreement.

On the Closing Date, upon consummation of the Mergers, Healthpeak, Healthpeak OP, DOC DR Holdco and DOC DR OP Sub executed the Consent and Third Amendment (the “DOC Amendment”) to that certain Third Amended and Restated Credit Agreement, dated as of September 24, 2021, by and among Physicians Partnership, as borrower, Physicians Realty Trust, as guarantor, the lenders party thereto and KeyBank National Association, as administrative agent (the “Third Amended and Restated Credit Agreement”) (as amended by that certain First Amendment to Third Amended and Restated Credit Agreement dated as of March 31, 2023 (the “First Amendment”) and as amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of May 24, 2023 (the “Second Amendment”; the Third Amended and Restated Credit Agreement as amended by the First Amendment and the Second Amendment, the “Existing DOC Credit Agreement”; the Existing DOC Credit Agreement as amended by the DOC Amendment, the “DOC Credit Agreement”)). Pursuant to the DOC Amendment, on and as of the Closing Date, (a) DOC DR Holdco (as successor to Physicians Realty Trust) and DOC DR OP Sub (as successor to Physicians Partnership) assumed all of the obligations of Physicians Realty Trust and Physicians Partnership, respectively, under the DOC Credit Agreement, (b) Healthpeak and Healthpeak OP were joined as guarantors of DOC DR OP Sub’s obligations under the DOC Credit Agreement and (c) the parties thereto made certain other amendments to the DOC Credit Agreement in connection with the foregoing.

Immediately prior to the effectiveness of the DOC Amendment, all outstanding amounts under the revolving credit facility under the Existing DOC Credit Agreement (the “DOC Revolving Facility”) were repaid in full and all commitments of lenders in connection with the DOC Revolving Facility were reduced to zero and permanently terminated.

In connection with the Mergers, on the Closing Date, DOC DR Holdco (as successor to Physicians Realty Trust), DOC DR OP Sub (as successor to Physicians Partnership), Healthpeak, Healthpeak OP and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee, entered into a fourth supplemental indenture (the “Supplemental Indenture”) to the Senior Indenture, dated as of March 7, 2017, by and among Physicians Partnership, Physicians Realty Trust and U.S. Bank Trust Company, National Association, as trustee (the “Senior Indenture”) under which Physicians Partnership’s $400,000,000 aggregate principal amount of 4.300% Senior Notes due 2027, $350,000,000 aggregate principal amount of 3.950% Senior Notes due 2028 and $500,000,000 aggregate principal amount of 2.625% Senior Notes due 2031 (collectively, the “DOC Notes”) were issued and remain outstanding, which Supplemental Indenture provides for (a) the assumption by DOC DR Holdco (as successor to Physicians Realty Trust) and DOC DR OP Sub (as successor to Physicians Partnership) of all obligations of Physicians Realty Trust and Physicians Partnership, respectively, under the DOC Notes and the DOC Indentures (as defined below), (b) certain amendments to the supplemental indentures under which the DOC Notes were issued (such supplemental indentures, collectively with the Senior Indenture, the “DOC Indentures”), and (c) the unconditional and irrevocable guarantee by Healthpeak and Healthpeak OP of the prompt payment when due of any amount owed to the holders of the DOC Notes under the DOC Notes and the DOC Indentures and any other amounts due pursuant to the DOC Indentures (the “Healthpeak Guarantees”). The amendments to the DOC Indentures became operative and the Healthpeak Guarantees were issued upon the completion of the Mergers.

The foregoing summaries of the DOC Amendment and the Supplemental Indenture are qualified in their entirety by reference to the full text of the DOC Amendment and the Supplemental Indenture, which are filed herewith as Exhibits 10.1 and 4.1, respectively, and are incorporated by reference herein.

Item 1.02. Termination of a Material Definitive Agreement.

On February 28, 2024, Physicians Partnership prepaid (i) $135 million in aggregate principal amount of its senior notes due January 7, 2026, January 7, 2028 and January 7, 2031, respectively (the “January 2016 Notes”), constituting all of the January 2016 Notes issued and outstanding pursuant to that certain Note Purchase and Guarantee Agreement, dated as of January 7, 2016, among Physicians Realty Trust, Physicians Partnership and the purchasers party thereto (as from time to time amended, supplemented or modified, the “January 2016 Note Purchase Agreement”), and (ii) $75 million in aggregate principal amount of its senior notes due August 11, 2025, August 11, 2026 and August 11, 2027, respectively (the “August 2016 Notes” and together with the January 2016 Notes, the “Notes”), constituting all of the August 2016 Notes issued and outstanding pursuant to that certain Note Purchase and Guarantee Agreement, dated as of August 11, 2016, among Physicians Realty Trust, Physicians Partnership and the purchasers party thereto (as from time to time amended, supplemented or modified, the “August 2016 Note Purchase Agreement,” and together with the January 2016 Note Purchase Agreement, the “Note Purchase Agreements”), each at a prepayment price equal to 100% of the aggregate principal amount of such Notes, plus accrued and unpaid interest thereon, in accordance with the optional prepayment provisions contained in the Note Purchase Agreements.

In connection with the consummation of the Company Merger and effective as of the date and time the Company Merger became effective (the “Company Merger Effective Time”), Physicians Realty Trust terminated the Amended and Restated Physicians Realty Trust 2013 Equity Incentive Plan.

Item 2.01. Completion of Acquisition or Disposition of Assets.

The information provided in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.

Pursuant to the terms and subject to the conditions of the Merger Agreement, at the Company Merger Effective Time, each common share of beneficial interest of Physicians Realty Trust, par value $0.01 per share (the “Physicians Realty Trust Common Shares”) (other than Physicians Realty Trust Common Shares to be canceled in accordance with the Merger Agreement), automatically converted into the right to receive 0.674 (the “Exchange Ratio”) validly issued, fully paid and non-assessable shares of Healthpeak common stock, par value $1.00 per share (“Healthpeak Common Stock”) (the “Merger Consideration”), without interest, but subject to any withholding required under applicable tax laws. Holders of Physicians Realty Trust Common Shares received cash in lieu of fractional shares of Healthpeak Common Stock (the “Fractional Share Consideration”).

Pursuant to the terms and subject to the conditions of the Merger Agreement, immediately after the Contribution and at the date and time the Partnership Merger became effective (the “Partnership Merger Effective Time”), each common unit in Physicians Partnership issued and outstanding immediately prior to the Partnership Merger Effective Time, subject to the terms and conditions set forth in the Merger Agreement, automatically converted into and became a number of units in the Partnership Surviving Entity equal to the Exchange Ratio. Following the Partnership Merger Effective Time, third-party investors in Physicians Partnership who received non-managing member units became entitled to (a) redeem such units for an amount of cash per unit approximating the then-current market value of one share of Healthpeak Common Stock or, at Healthpeak OP’s option, one share of Healthpeak Common Stock (subject to certain adjustments, such as stock splits and reclassifications), subject to the terms of the limited liability company agreement governing the Partnership Surviving Entity, and (b) certain tax protections consistent with historical practices.

Pursuant to the terms and subject to the conditions of the Merger Agreement, as of the Company Merger Effective Time, each outstanding Physicians Realty Trust equity-based award was treated as follows: (a) each Physicians Realty Trust restricted share that was outstanding as of immediately prior to the Company Merger Effective Time (i) became fully vested and all restrictions thereon lapsed and (ii) was canceled and converted into the right to receive with respect to each such share (x) the Merger Consideration, plus (y) the Fractional Share Consideration, plus (z) an amount in cash equal to any unpaid dividends accrued with respect to such Physicians Realty Trust restricted share during the period commencing on the grant date and ending on the Closing Date; (b) each award of Physicians Realty Trust performance-vesting restricted stock units that was outstanding as of immediately prior to the Company Merger Effective Time (i) was accelerated and vested with respect to the number of shares subject to such award that would vest based on the maximum level of achievement of the applicable performance goals over the three-year performance period as provided in the individual employment or award agreements and (ii) was canceled and converted into the right to receive with respect to each Physicians Realty Trust Common Share subject to such Physicians Realty Trust performance-vesting restricted stock unit award (x) the Merger Consideration, plus (y) the Fractional Share Consideration, plus (z) an amount in cash equal to the unpaid dividend equivalents accrued with respect to such Physicians Realty Trust performance-vesting restricted stock unit during the period commencing on the grant date and ending on the Closing Date; and (c) each award of Physicians Realty Trust restricted stock units that was outstanding as of immediately prior to the Company Merger Effective Time (i) became fully vested and all restrictions thereon lapsed and (ii) was canceled and converted into the right to receive with respect to each Physicians Realty Trust Common Share subject to such Physicians Realty Trust restricted stock unit award, (x) the Merger Consideration, plus (y) the Fractional Share Consideration, plus (z) an amount in cash equal to the unpaid dividend equivalents accrued with respect to such Physicians Realty Trust restricted stock unit during the period commencing on the grant date and ending on the Closing Date.

The issuance of shares of Healthpeak Common Stock to the former shareholders of Physicians Realty Trust was registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form S-4 (File No. 333-276055), as amended, filed by Healthpeak with the Securities and Exchange Commission (the “SEC”) and declared effective on January 11, 2024 (the “Registration Statement”). The joint proxy statement/prospectus included in the Registration Statement contains additional information about the Mergers, the Merger Agreement and the transactions contemplated thereby.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by the full text of the Merger Agreement, which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule Standard; Transfer of Listing.

The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

On the Closing Date, the Company Surviving Entity notified the New York Stock Exchange (the “NYSE”) of the consummation of the Company Merger and requested that the NYSE file with the SEC a notification of removal from listing on Form 25 in order to delist the Physicians Realty Trust Common Shares from the NYSE and deregister the Physicians Realty Trust Common Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company Surviving Entity intends to file with the SEC a certification on Form 15 to cause Physicians Realty Trust’s reporting obligations under Sections 13 and 15(d) of the Exchange Act to be suspended.

Item 3.03. Material Modification to Rights of Security Holders.

The information provided in the Introductory Note and Items 2.01, 3.01 and 5.01 of this Current Report on Form 8-K is incorporated herein by reference.

At the Company Merger Effective Time, all shares of Physicians Realty Trust Common Shares issued and outstanding immediately prior to the Company Merger Effective Time (other than Physicians Realty Trust Common Shares to be canceled in accordance with the Merger Agreement) were converted into the right to receive the Merger Consideration and were canceled and ceased to exist.

Item 5.01. Changes in Control of Registrant.

The information provided in the Introductory Note and Items 2.01, 3.01, 3.03 and 5.02 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information provided in the Introductory Note and Items 1.02 and 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

Each of Physicians Realty Trust’s trustees resigned from his or her respective position as a member of the Board of Trustees of Physicians Realty Trust and from any and all committees thereof effective as of the Company Merger Effective Time. At the Company Merger Effective Time, all of Physicians Realty Trust’s officers ceased to be officers of Physicians Realty Trust.

The severance arrangements contained in the employment agreements of each of Physicians Realty Trust’s named executive officers were terminated as of the Company Merger Effective Time, and each named executive officer is eligible to receive the payments and benefits provided under such severance arrangements in cash, paid in a single lump sum pursuant to the conditions set forth in the employment agreements, as described in the joint proxy statement/prospectus included in the Registration Statement.

Item 8.01. Other Events.

As a result of the consummation of the Mergers, Healthpeak Common Stock is expected to begin trading under the ticker symbol “DOC” at the open of trading on The New York Stock Exchange on Monday, March 4, 2024.

In connection with the closing of the Mergers, Physicians Realty Trust terminated (i) the At Market Issuance Sales Agreement, dated August 9, 2023, by and among Physicians Realty Trust and Physicians Partnership, on the one hand, and BMO Capital Markets Corp., Credit Agricole Securities (USA) Inc., KeyBanc Capital Markets Inc., Raymond James & Associates, Inc., Regions Securities LLC and Stifel, Nicolaus & Company, Incorporated as sales agents for Physicians Realty Trust and/or forward sellers and Bank of Montreal, Crédit Agricole Corporate and Investment Bank, KeyBanc Capital Markets Inc., Raymond James & Associates, Inc., Regions Securities LLC and Stifel, Nicolaus & Company, Incorporated as forward purchasers, on the other hand, (ii) the Physicians Realty Trust 401(k) Plan, (iii) Physicians Realty Trust’s Dividend Reinvestment and Share Purchase Plan and (iv) Physicians Realty Trust’s Amended and Restated 2015 Employee Stock Purchase Plan.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description

2.1		Agreement and Plan of Merger dated as of October 29, 2023 among Healthpeak Properties, Inc., DOC DR Holdco, LLC (formerly known as Alpine Sub, LLC), DOC DR, LLC (formerly known as Alpine OP Sub, LLC), Physicians Realty Trust and Physicians Realty L.P. (incorporated by reference to Exhibit 2.1 to Physicians Realty Trust’s Form 8-K filed on October 30, 2023)*

4.1		Fourth Supplemental Indenture, dated as of March 1, 2024, among DOC DR, LLC, as issuer, DOC DR Holdco, LLC, as guarantor, Healthpeak Properties, Inc., as guarantor, Healthpeak OP, LLC, as guarantor, and U.S. Bank Trust Company, National Association, as trustee, including the form of guarantee.

10.1		Consent and Third Amendment to Third Amended and Restated Credit Agreement, dated as of February 21, 2024, by and among DOC DR, LLC, DOC DR Holdco, LLC, Healthpeak Properties, Inc., Healthpeak OP, LLC, the lenders party thereto, and KeyBank National Association, as administrative agent.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

*	Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company Surviving Entity agrees to furnish supplementally to the SEC a copy of any omitted schedule upon request by the SEC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 1, 2024	DOC DR HOLDCO, LLC (successor by merger to Physicians Realty Trust)

	By: Healthpeak OP, LLC, its Sole Member By: Healthpeak Properties, Inc., its Managing Member

	By:	/s/ Peter A. Scott
	Name:	Peter A. Scott
	Title:	Chief Financial Officer

Exhibit 4.1

FOURTH SUPPLEMENTAL INDENTURE

DATED AS OF MARCH 1, 2024

BY AND AMONG

DOC DR, LLC

as Issuer,

DOC DR HOLDCO, LLC,

HEALTHPEAK OP, LLC, and

HEALTHPEAK PROPERTIES, INC.

as Guarantors

AND

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION

as Trustee

FOURTH SUPPLEMENTAL TO THE SENIOR INDENTURE DATED AS OF MARCH 7, 2017

This FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) is made and entered into as of March 1, 2024 among DOC DR, LLC, a Maryland limited liability company (the “Issuer”), DOC DR Holdco, LLC, a Maryland limited liability company (the “Existing Guarantor”), Healthpeak OP, LLC, a Maryland limited liability company (“Healthpeak OP”), Healthpeak Properties, Inc., a Maryland corporation (“Healthpeak Properties” and, together with Healthpeak OP, the “Healthpeak Guarantors” and, together with the Existing Guarantor, the “Guarantors”), and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America, as Trustee (the “Trustee”). Capitalized terms used but not otherwise defined herein shall have the meaning given to them in the Base Indenture (as defined below).

WITNESSETH THAT:

WHEREAS, Physicians Realty L.P., a Delaware limited partnership (“Old DOC OP”), Physicians Realty Trust, a Maryland real estate investment trust (“Old DOC”), and the Trustee executed and delivered a Senior Indenture, dated as of March 7, 2017 (as amended, supplemented or otherwise modified from time to time, the “Base Indenture” and, together with this Supplemental Indenture, as amended, supplemented or otherwise modified from time to time, the “Indenture”), to provide for the issuance from time to time of the Issuer’s debentures, notes or other evidences of unsecured indebtedness (the “Securities”) to be issued from time to time in one or more series;

WHEREAS, pursuant to that certain Agreement and Plan of Merger, dated as of October 29, 2023, by and among Healthpeak Properties, the Existing Guarantor (formerly known as Alpine Sub, LLC), which was a direct wholly owned subsidiary of Healthpeak Properties, the Issuer (formerly known as Alpine OP Sub, LLC), which was a direct wholly owned subsidiary of Healthpeak OP, Old DOC and Old DOC OP, on March 1, 2024, (i) Old DOC merged with and into the Existing Guarantor (the “Company Merger”), with the Existing Guarantor surviving as a wholly owned subsidiary of Healthpeak Properties (the “Company Surviving Entity”), (ii) immediately following the effectiveness of the Company Merger, Healthpeak Properties contributed to Healthpeak OP all of the outstanding equity interests in the Company Surviving Entity (the “Contribution”), and (iii) immediately following the Contribution, Old DOC OP merged with and into the Issuer (the “Partnership Merger” and, together with the Company Merger, the “Mergers”), with the Issuer surviving as a subsidiary of Healthpeak OP (the “Partnership Surviving Entity”);

WHEREAS, prior to the date hereof, Old DOC OP issued 4.300% Senior Notes due 2027 (the “2027 Notes”), 3.950% Senior Notes due 2028 (the “2028 Notes”), and 2.625% Senior Notes due 2031 (the “2031 Notes” and, together with the 2027 Notes and the 2028 Notes, the “Existing Notes”) pursuant to the terms of the Base Indenture and the applicable Existing Supplemental Indenture (as defined below);

WHEREAS, prior to the date hereof, Old DOC OP and Old DOC entered into the First Supplemental Indenture, dated as of March 7, 2017, in respect of the 2027 Notes (the “First Supplemental Indenture”), the Second Supplemental Indenture, dated as of December 1, 2017, in respect of the 2028 Notes (the “Second Supplemental Indenture”), and the Third Supplemental Indenture, dated as of October 13, 2021, in respect of the 2031 Notes (the “Third Supplemental Indenture” and, together with the First Supplemental Indenture and the Second Supplemental Indenture, the “Existing Supplemental Indentures”);

WHEREAS, Section 3.1 of each Existing Supplemental Indenture provides that Old DOC OP may merge into another entity if, (i) the entity into which Old DOC OP is merged will be an entity organized and existing under the laws of a State of the United States of America and expressly assumes, by one or more supplemental indentures, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of, premium, if any, and interest, if any, on all the debt securities issued under the applicable Existing Supplemental Indenture (including the applicable series of Existing Notes) and the performance of every covenant of the Indenture to be performed or observed by Old DOC OP, (ii) immediately after such merger, no Event of Default (as defined in each Existing Supplemental Indenture) under the Indenture, and no event which, after notice or lapse of time or both, would become an Event of Default under the Indenture, will have occurred and be continuing, and (iii) the Issuer shall have delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that the merger and the supplemental indenture with respect thereto comply with Article III of the applicable Existing Supplemental Indenture and that all the conditions precedent relating to the merger set forth in Section 3.1 of the applicable Existing Supplemental Indenture have been fulfilled;

WHEREAS, Section 3.3 of each Existing Supplemental Indenture provides that Old DOC may merge into another entity if, (i) the successor entity formed as a result of the merger shall be an entity organized and existing under the laws of a State of the United States of America and expressly assumes the obligations of Old DOC under the Existing Guarantee and the due and punctual performance and observance of all of the covenants and conditions in the Indenture to be performed or observed by Old DOC; (ii) immediately after the merger, no Event of Default under the Indenture, and no event which, after notice or lapse of time or both, would become an Event of Default under the Indenture, will have occurred and be continuing and (iii) the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the merger and the supplemental indenture with respect thereto comply with Article III of the applicable Existing Supplemental Indenture and that all the conditions precedent relating to the transaction set forth in in Section 3.3 of the applicable Existing Supplemental Indenture have been fulfilled;

WHEREAS, Section 9.02 of the Base Indenture provides that the Issuer, the Existing Guarantor and the Trustee may, with the written consent of the holders of a majority in aggregate principal amount of the applicable series of Existing Notes then outstanding affected thereby (the “Requisite Consents”), amend the Indenture or the Securities;

WHEREAS, the Healthpeak Guarantors have offered to guarantee the Existing Notes on the terms and subject to the conditions set forth in the Consent Solicitation Statement/Prospectus relating to the offers to guarantee and solicitation of consents (the “Consent Solicitation and Offers to Guarantee”), dated as of February 12, 2024 (the “Prospectus”), forming part of the Healthpeak Guarantors’ Registration Statement on Form S-3, filed with the Securities and Exchange Commission (the “SEC”) on February 8, 2024;

WHEREAS, in connection with the Consent Solicitation and Offers to Guarantee, the Healthpeak Guarantors have solicited consents from the holders of Existing Notes to certain amendments (the “Proposed Amendments”) to the Indenture as described in the Prospectus and set forth in Article 2 of this Supplemental Indenture;

WHEREAS, the Healthpeak Guarantors have received and caused to be delivered to the Trustee evidence (which is attached as an exhibit to the Officer’s Certificate dated as of the date hereof) of the Requisite Consents to effect the Proposed Amendments under the Indenture;

WHEREAS, the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the Mergers and this Supplemental Indenture with respect thereto comply with Article Five (as supplemented by each Existing Supplemental Indenture) and that all the conditions precedent relating to the Mergers set forth in Section 3.3 of each Existing Supplemental Indenture have been fulfilled; and

WHEREAS; the Issuer and the Guarantors are undertaking to execute and deliver this Supplemental Indenture to (i) delete or amend, as applicable, certain provisions and covenants in the Indenture in connection with the Consent Solicitation and Offers to Guarantee and (ii) provide for the guarantee by the Healthpeak Guarantors of the Existing Notes and any other Healthpeak Guaranteed Series of Securities (as defined below).

NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:

ARTICLE 1

ASSUMPTION BY SUCCESSOR ISSUER AND SUCCESSOR GUARANTOR

Section 1.1. Assumption of Note Obligations by Successor Issuer.

(a)

Pursuant to, and in compliance and accordance with, Section 3.1 of each Existing Supplemental Indenture, the Issuer (as successor by merger to Physicians Realty L.P.) hereby expressly assumes the due and punctual payment of the principal of, premium, if any, and interest, if any, on each series of Existing Notes and the performance of every covenant of the Indenture to be performed or observed by Physicians Realty L.P.

(b)

Pursuant to, and in compliance and accordance with, Section 3.2 of each Existing Supplemental Indenture, the Issuer (as successor by merger to Physicians Realty L.P.) shall succeed to, and be substituted for Physicians Realty L.P., and may exercise every right and power of, Physicians Realty L.P. under the Indenture, and Physicians Realty L.P. will be relieved of all obligations and covenants under the Indenture and the Securities issued thereunder (including the Existing Notes).

Section 1.2. Assumption of Note Obligations by Successor Existing Guarantor.

(a)

Pursuant to, and in compliance and accordance with, Section 3.3 of each Existing Supplemental Indenture, the Existing Guarantor (as successor by merger to Physicians Realty Trust) hereby expressly assumes the obligations of Physicians Realty Trust under the Existing Guarantee and the due and punctual performance and observance of all of the covenants and conditions in the Indenture to be performed or observed by Physicians Realty Trust.

(b)

Pursuant to, and in compliance and accordance with, Section 3.4 of each Existing Supplemental Indenture, the Existing Guarantor (as successor by merger to Physicians Realty Trust) shall succeed to, and be substituted for Physicians Realty Trust, and may exercise every right and power of, Physicians Realty Trust under the Indenture, and Physicians Realty Trust will be relieved of all obligations and covenants under the Indenture and the Securities issued thereunder (including the Guarantee of the Existing Notes).

ARTICLE 2

AMENDMENTS

The Indenture is hereby amended as follows:

Section 2.1. For purposes of this Supplemental Indenture and as used in the Base Indenture and Existing Supplemental Indentures, unless the context requires otherwise, the term “Guarantor” or “Guarantors,” as the case may be, shall mean, on a joint and several basis, the Existing Guarantor and the Healthpeak Guarantors; provided that the term “Guarantor” in Article 10 of the Base Indenture shall mean the Existing Guarantor only.

Section 2.2. Definitions.

(a)

Existing Supplemental Indentures:

(i)

The following definitions shall hereby be incorporated in alphabetical order into Section 1.2 of each of the Existing Supplemental Indentures, and if any such definition is already found in Section 1.2 of each Existing Supplemental Indenture, shall replace such definition in its entirety:

“Consolidated EBITDA” means, for any period of time, the net income (loss) of Healthpeak OP and its Subsidiaries, determined on a consolidated basis in accordance with GAAP for such period, before deductions for (without duplication):

(1)

Interest Expense;

(2)

taxes;

(3)

depreciation, amortization, and all other non-cash items, as determined reasonably and in good faith by Healthpeak OP, deducted in arriving at net income (loss);

(4)

extraordinary items, including impairment charges;

(5)

non-recurring items or other unusual items, as determined reasonably and in good faith by Healthpeak OP (including, without limitation, all prepayment penalties and all costs or fees incurred in connection with any debt financing or amendment thereto, acquisition, disposition, recapitalization or similar transaction (regardless of whether such transaction is completed));

(6)

noncontrolling interests;

(7)

income or expense attributable to transactions involving derivative instruments that do not qualify for hedge accounting in accordance with GAAP; and

(8)

gains or losses on dispositions of depreciable real estate investments, property valuation losses and impairment charges.

For purposes of calculating Consolidated EBITDA, all amounts shall be as determined reasonably and in good faith by Healthpeak OP, and in accordance with GAAP, except to the extent that GAAP is not applicable with respect to the determination of all non-cash and non-recurring items.

“Consolidated Financial Statements” means, with respect to any Person, collectively, the consolidated financial statements and notes to those financial statements of that Person and its Subsidiaries prepared in accordance with GAAP.

“Debt” means, as of any date (without duplication), all indebtedness and liabilities for borrowed money, secured or unsecured, of Healthpeak OP and its Subsidiaries, including mortgages and other notes payable (including any Securities to the extent outstanding from time to time), but excluding any indebtedness, including mortgages and other notes payable, which is secured by cash, cash equivalents, or marketable securities or defeased (it being understood that cash collateral shall be deemed to include cash deposited with a trustee with respect to third party indebtedness), Intercompany Debt and all liabilities associated with customary exceptions to non-recourse indebtedness, such as for fraud, misapplication of funds, environmental indemnities, voluntary bankruptcy, collusive involuntary bankruptcy and other similar exceptions. It is understood that the term “Debt” shall not include any redeemable equity interest in the Issuer or Healthpeak OP.

“GAAP” means generally accepted accounting principles in the United States, consistently applied, as in effect from time to time.

“Healthpeak OP” means, Healthpeak OP, LLC., a Maryland limited liability company.

“Healthpeak Properties” means, Healthpeak Properties, Inc., a Maryland corporation.

“Incur” means, with respect to any Debt or other obligation of any Person, to create, assume, guarantee or otherwise become liable in respect of such Debt or other obligation, and “Incurrence” and “Incurred” have the meanings correlative to the foregoing.

“Intercompany Debt” means, as of any date, Debt to which the only parties are Healthpeak OP and any of its Subsidiaries as of such date; provided, however, that with respect to any such Debt of which the Issuer, the Existing Guarantor or Healthpeak OP is the borrower, such Debt is subordinate in right of payment to the Securities, the Guarantee of the Existing Guarantor or the Guarantee of Healthpeak OP, respectively.

“Interest Expense” means, for any period of time, the aggregate amount of interest recorded in accordance with GAAP for such period by Healthpeak OP and its Subsidiaries, but excluding (i) interest reserves funded from the proceeds of any loan, (ii) prepayment penalties, (iii) amortization of deferred financing costs, and (iv) non-cash swap ineffectiveness charges, in all cases as reflected in the applicable Consolidated Financial Statements of Healthpeak Properties.

“Latest Completed Quarter” means, as of any date, the then most recently ended fiscal quarter of Healthpeak Properties for which Consolidated Financial Statements of Healthpeak Properties have been completed, it being understood that at any time when Healthpeak Properties is subject to the informational requirements of the Exchange Act, and in accordance therewith files annual and quarterly reports with the SEC, the term “Latest Completed Quarter” shall be deemed to refer to the fiscal quarter covered by Healthpeak Properties’ most recently filed Quarterly Report on Form 10-Q, or, in the case of the last fiscal quarter of the year, Healthpeak Properties’ Annual Report on Form 10-K.

“Lien” means, (without duplication) any lien, mortgage, trust deed, deed of trust, deed to secure debt, pledge, security interest, assignment for collateral purposes, deposit arrangement, or other security agreement, excluding any right of setoff but including, without limitation, any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and any other like agreement granting or conveying a security interest; provided, that, for purposes hereof, the term “Lien” shall not include any mortgage that has been defeased by Healthpeak OP or any of its Subsidiaries in accordance with the provisions thereof through the deposit of cash, cash equivalents or marketable securities (it being understood that cash collateral shall be deemed to include cash deposited with a trustee with respect to third party indebtedness).

“Outstanding” means, when used with respect to Securities, as of the date of determination, all Securities theretofore authenticated and delivered under this Indenture, except:

(a)

Securities theretofore canceled by the Trustee or delivered to the Trustee for cancellation;

(b)

Securities or portions thereof for which payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Issuer) in trust or set aside and segregated in trust by the Issuer (if the Issuer shall act as its own Paying Agent) for the Holders of such Securities or Securities as to which the obligors’ obligations have been discharged; provided, however, that if such Securities or portions thereof are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made; and

(c)

Securities that have been paid pursuant to Section 2.10 or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to a Responsible Officer of the Trustee proof satisfactory to it that such Securities are held by a protected purchaser in whose hands such Securities are valid obligations of the Issuer; provided, however, that in determining whether the Holders of the requisite principal amount of Securities of a series Outstanding have performed any action hereunder, Securities owned by the Issuer or any other obligor upon the Securities of such series or any Affiliate of the Issuer or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such action, only Securities of such series that a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Securities so owned that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right to act with respect to such Securities and that the pledgee is not the Issuer or any other obligor upon such Securities or any Affiliate of the Issuer or of such other obligor.

“Real Estate Assets” means, as of any date, the real estate assets of such Person and its Subsidiaries on such date, on a consolidated basis determined in accordance with GAAP.

“Secured Debt” means, as of any date, that portion of the aggregate principal amount of all outstanding Debt of Healthpeak OP and its Subsidiaries as of that date that is secured by a Lien on properties or other assets of Healthpeak OP or any of its Subsidiaries.

“Subsidiary” means, with respect to any Person, a corporation, partnership association, joint venture, trust, limited liability company or other business entity which is required to be consolidated with such Person in accordance with GAAP.

“Total Assets” means, as of any date, the consolidated total assets of Healthpeak OP and its Subsidiaries, as such amount would appear on a consolidated balance sheet of Healthpeak OP prepared as of such date in accordance with GAAP. “Total Assets” shall include Undepreciated Real Estate Assets and all other assets but shall exclude goodwill, and shall include the proceeds of the Debt or Secured Debt to be Incurred.

“Total Unencumbered Assets” means, as of any date, Undepreciated Real Estate Assets of Healthpeak OP and its Subsidiaries that are not subject to any Lien that secures Debt of any of Healthpeak OP and its Subsidiaries plus, without duplication, loan loss reserves relating thereto, accumulated depreciation thereon, plus all other assets of Healthpeak OP and its Subsidiaries as all such amounts would appear on a consolidated balance sheet of Healthpeak OP prepared as of such date in accordance with GAAP plus the proceeds of the Debt or Secured Debt to be Incurred; provided, however, that “Total Unencumbered Assets” does not include net real estate investments under unconsolidated joint ventures of Healthpeak OP and its Subsidiaries and does not include goodwill.

“Undepreciated Real Estate Assets” means, as of any date, the amount of real estate assets valued at original cost plus capital improvements.

“Unsecured Debt” means, as of any date, that portion of the aggregate principal amount of all outstanding Debt of Healthpeak OP and its Subsidiaries as of that date that is not Secured Debt.

(ii)

The definition of “Consolidated Income Available for Debt Service” shall be deleted in its entirety from Section 1.2 of the Existing Supplemental Indentures, and in each instance where “Consolidated Income Available for Debt Service” is used in each Existing Supplemental Indenture, such term shall be replaced with “Consolidated EBITDA” as defined in Section 2.2(a)(i) hereof.

(iii)

The definition of “Indebtedness” shall be deleted in its entirety from Section 1.2 of the Existing Supplemental Indentures, and in each instance where “Indebtedness” is used in each Existing Supplemental Indenture, such term shall be replaced with “Debt” as defined in Section 2.2(a)(i) hereof.

(iv)

The definition “Intercompany Indebtedness” shall be deleted in its entirety from Section 1.2 of the Existing Supplemental Indentures, and in each instance where “Intercompany Indebtedness” is used in each of the Existing Supplemental Indentures, such term shall be replaced with “Intercompany Debt” as defined in Section 2.2(a)(i) hereof.

(v)

The definitions “Acquired Indebtedness”, “Consolidated Net Income”, “Consolidated Subsidiary” and “Significant Subsidiary” shall each be deleted in its entirety from Section 1.2 of the Existing Supplemental Indentures.

(vi)

As used in each of the Existing Supplemental Indentures, the term “Guarantor” shall be replaced with the term “Guarantors”, mutatis mutandis, and understood to mean, jointly and severally, Healthpeak Properties, Inc., a Maryland corporation, Healthpeak OP, LLC, a Maryland limited liability company, and DOC DR Holdco, LLC, a Maryland limited liability company.

(vii)

The term “outstanding,” as used in Section 5 of each of the Existing Supplemental Indentures, shall be replaced with “Outstanding” as defined in Section 2.2(a)(i) hereof.

Section 2.3. Covenants

Section 2.1 of each Existing Supplemental Indenture shall be superseded and replaced with respect to the Existing Notes by the following:

Section 2.1 Limitation on Indebtedness. Healthpeak OP shall not, and shall not permit any of its Subsidiaries to, Incur any Debt if, immediately after giving effect to the Incurrence of such additional Debt and any other Debt Incurred since the end of the Latest Completed Quarter and the application of the net proceeds therefrom, the aggregate principal amount of all outstanding Debt would exceed 60% of the sum of (without duplication):

(1)

Total Assets as of the end of the Latest Completed Quarter; and

(2)

the purchase price of any Real Estate Assets or mortgages receivable acquired or to be acquired in exchange for proceeds of any securities offering, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire Real Estate Assets or mortgages receivable or to reduce Debt), since the end of the Latest Completed Quarter.

Section 2.2 of each Existing Supplemental Indenture shall be superseded and replaced with respect to the Existing Notes by the following:

Section 2.2 Limitation on Secured Debt. Healthpeak OP shall not, and shall not permit any of its Subsidiaries to, Incur any Secured Debt if, immediately after giving effect to the Incurrence of such additional Secured Debt and any other Secured Debt Incurred since the end of the Latest Completed Quarter and the application of the net proceeds therefrom, the aggregate principal amount of all outstanding Secured Debt would exceed 40% of the sum of (without duplication) (i) Total Assets as of the end of the Latest Completed Quarter and (ii) the purchase price of any Real Estate Assets or mortgages receivable acquired or to be acquired in exchange for proceeds of any securities offering, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire Real Estate Assets or mortgages receivable or to reduce Debt), since the end of the Latest Completed Quarter.

Section 2.3 of each Existing Supplemental Indenture shall be superseded and replaced with respect to the Existing Notes by the following:

Section 2.3 Maintenance of Unencumbered Assets. Healthpeak OP and its Subsidiaries shall maintain at all times Total Unencumbered Assets of not less than 150% of the aggregate principal amount of all outstanding Unsecured Debt.

Section 2.4 of each Existing Supplemental Indenture shall be superseded and replaced with respect to the Existing Notes by the following:

Section 2.4 Debt Service Test. Healthpeak OP shall not, and shall not permit any of its Subsidiaries to, Incur any Debt if, immediately after giving effect to the Incurrence of such additional Debt and any other Debt Incurred since the end of the Latest Completed Quarter and the application of the net proceeds therefrom, the ratio of Consolidated EBITDA to Interest Expense for the four consecutive fiscal quarters ending with the Latest Completed Quarter would be less than 1.50 to 1.00 on a pro forma basis and calculated on the assumption (without duplication) that:

(1)

the additional Debt and any other Debt Incurred by Healthpeak OP or any of its Subsidiaries since the first day of such four-quarter period to the date of determination, which was outstanding at the date of determination, had been Incurred at the beginning of that period and continued to be outstanding throughout that period, and the application of the net proceeds of such Debt, including to refinance other Debt, had occurred at the beginning of such period; provided that in determining the amount of Debt so Incurred, the amount of Debt under any revolving credit facility shall be computed based upon the average daily balance of such Debt during such period;

(2)

the repayment or retirement of any other Debt repaid or retired by Healthpeak OP or any of its Subsidiaries since the first day of such four-quarter period to the date of determination had occurred at the beginning of that period; provided that in determining the amount of Debt so repaid or retired, the amount of Debt under any revolving credit facility shall be computed based upon the average daily balance of such Debt during such period; and

(3)

[Reserved]

(4)

in the case of any acquisition or disposition of any asset or group of assets (including, without limitation, by merger, or stock or asset purchase or sale) or the placement of any assets in service or removal of any assets from service by Healthpeak OP or any of its Subsidiaries since the first day of such four-quarter period to the date of determination, the acquisition, disposition, placement in service or removal from service and any related repayment or refinancing of Debt had occurred as of the first day of such period, with the appropriate adjustments to Consolidated EBITDA and Interest Expense with respect to the acquisition, disposition, placement in service or removal from service being included in that pro forma calculation.

Section 2.5 of each Existing Supplemental Indenture shall be superseded and replaced with respect to the Existing Notes by the following:

Section 2.5 Insurance. Healthpeak OP will maintain, or cause to be maintained, insurance with responsible companies on all properties of Healthpeak OP and its Subsidiaries and against all tort claims that may be incurred by Healthpeak OP and its Subsidiaries, all to the extent and in such amounts and against such risks as are usually covered by insurance policies carried by owners of similar enterprises. The Trustee has no duty or obligation to determine the sufficiency of such insurance requirements.

Section 2.6 of each Existing Supplemental Indenture shall be superseded and replaced with respect to the Existing Notes by the following:

Section 2.6 [Intentionally Omitted].

Section 2.7 of each Existing Supplemental Indenture shall be superseded and replaced with respect to the Existing Notes by the following:

Section 2.7 Reports. For so long as the Notes are outstanding, Healthpeak Properties shall:

(a)

file with or deliver to the Trustee, within 15 days after Healthpeak Properties is required to file the same with the SEC, copies of the annual and quarterly reports and the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may from time to time by rules and regulations prescribe) that Healthpeak Properties may be required to file with the SEC pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if Healthpeak Properties is not required to file information, documents or reports with the SEC pursuant to either Section 13 or Section 15(d) of the Exchange Act, then Healthpeak Properties will file with or deliver to the Trustee and the SEC, in accordance with any other rules and regulations that may be prescribed from time to time by the SEC, such annual and quarterly reports and supplementary and periodic information, documents and reports that may be required pursuant to Section 13 of the Exchange Act, in respect of a security listed and registered on a national securities exchange, as may be prescribed from time to time by the SEC in such rules and regulations; or

(b)

if at any time Healthpeak Properties is not subject to Section 13 or 15(d) of the Exchange Act and Healthpeak Properties is not providing annual and quarterly reports and supplementary and periodic information, documents and reports to the SEC and the Trustee pursuant to clause (a) above, Healthpeak Properties will, at its option, either (i) post on a publicly available website or (ii) post on IntraLinks or any comparable password protected online data system requiring user identification and a confidentiality acknowledgement (a “Confidential Datasite”), within 15 days of the filing date that would be applicable to a non-accelerated filer at that time pursuant to applicable SEC rules and regulations, the quarterly and audited annual financial statements and accompanying disclosure described in Item 303 of Regulation S-K (“management’s discussion and analysis of financial condition and results of operations”) that would be required to be contained in annual reports on Form 10-K and quarterly reports on Form 10-Q, respectively, required to be filed with the SEC if Healthpeak Properties were subject to Section 13(a) or 15(d) of the Exchange Act. If Healthpeak Properties elects to furnish such reports via a Confidential Datasite, access to the Confidential Datasite will be provided promptly upon request to Holders and beneficial owners of, and bona fide potential investors in, the Notes as well as securities analysts and market makers and no such request for access to the Confidential Datasite will be unreasonably denied. Any such report, information or document that Healthpeak Properties files with or furnishes to the SEC through EDGAR shall be deemed filed with the Trustee for purposes of clause (a) above and this clause (b) at the time of such filing or furnishing through EDGAR. Delivery of such reports, information and documents to the Trustee is for informational purposes only, and the Trustee’s receipt of such will not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including Healthpeak OP’s compliance with any of Healthpeak OP’s covenants of the Indenture relating to the Notes (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate).

As used in Section 3.3 and Section 3.4 of each Existing Supplemental Indenture, the term “Trust” shall be understood to be a reference to each of the Guarantors (and the text of such Section shall be deemed to be amended hereby to make any necessary corresponding grammatical change).

Section 2.4. Events of Default

Article IV of each Existing Supplemental Indenture shall be superseded and replaced with respect to the Existing Notes by the following:

Section 6.01 of the Original Indenture shall be superseded and replaced with respect to the Notes by the following:

Except where otherwise indicated by the context or where the term is otherwise defined for a specific purpose, the term “Event of Default” as used in this Indenture with respect to the Notes shall mean any of the following described events:

(1)

the failure of the Issuer to pay any installment of interest on the Notes when and as the same shall become payable, which failure shall have continued unremedied for a period of 30 days;

(2)

the failure of the Issuer to pay any principal of (or premium, if any, on) the Notes, when and as the same shall become payable, whether at Maturity as therein expressed, by call for redemption, upon acceleration or otherwise;

(3)

[reserved];

(4)

the failure of the Issuer or any Guarantor, subject to the provisions of the Indenture regarding consents, waivers and amendment, to perform any covenants or agreements contained in the Indenture (other than a covenant or agreement a default in the performance of which is elsewhere in this “Events of Default” section specifically addressed), or in the Notes, which failure shall not have been remedied for a period of 60 days after written notice shall have been given to the Issuer or such Guarantor by the Trustee or shall have been given to the Issuer or such Guarantor and the Trustee by Holders of 25% or more in aggregate principal amount of the Notes then Outstanding, specifying such failure, requiring the Issuer and the Guarantors to remedy the same and stating that such notice is a “Notice of Default” hereunder;

(5)

the entry by a court having jurisdiction in the premises of a decree or order for relief in respect of the Issuer or any Guarantor in an involuntary case under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of the Issuer or any Guarantor or of substantially all the property of the Issuer or any Guarantor or ordering the winding-up or liquidation of its affairs and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days;

(6)

the commencement by the Issuer or any Guarantor of a voluntary case under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent by the Issuer or any Guarantor to the entry of an order for relief in an involuntary case under any such law, or the consent by the Issuer or any Guarantor to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian or sequestrator (or similar official) of the Issuer or any Guarantor or of substantially all the property of the Issuer or any Guarantor or the making by it of an assignment for the benefit of creditors or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Issuer or any Guarantor in furtherance of any action;

(7)

any Guarantee is not, or is claimed by the Guarantor not to be, in full force and effect; or

(8)

[reserved];

(9)

if any event of default as defined in any mortgage, indenture or instrument under which there may be issued, or by which there may be secured or evidenced, any Debt (including obligations under Capitalized Leases) of the Issuer or Healthpeak OP (including an Event of Default with respect to any Outstanding Securities of any series other than the Notes) in an aggregate amount in excess of $50,000,000, whether such Debt now exists or shall hereafter be created, shall happen and shall result in such Debt becoming or being declared due and payable prior to the date on which it would otherwise become due and payable, and such acceleration shall not have been rescinded or annulled within ten days after there shall have been given, by registered or certified mail, to the Issuer or Healthpeak OP by the Trustee or to the Issuer or Healthpeak OP and the Trustee by the Holders of at least 25% in aggregate principal amount of the Outstanding Notes, a written notice specifying such event of default and requiring the Issuer or Healthpeak OP to cause such acceleration to be rescinded or annulled.

Section 2.5. Effects of Sections 2.2, 2.3 and 2.4. Any and all references to any Articles and Sections of the Indenture which are deleted by any Article or Section of this Supplemental Indenture, and any and all obligations related solely to such deleted Articles or Sections throughout the Indenture, with respect to the applicable series of Notes, are of no further force or effect. Any and all terms defined in the Indenture or Notes which are (i) used in any Articles or Sections of the Indenture or Notes deleted by any Article or Section of this Supplemental Indenture and (ii) not otherwise used in any other Article or Section of the Indenture or Notes not affected by this Supplemental Indenture are hereby deleted.

ARTICLE 3

HEALTHPEAK GUARANTEE

Upon the effectiveness of this Fourth Supplemental Indenture as set forth in Section 4.1 below, the Healthpeak Guarantors hereby guarantee the payment obligations of the Issuer under the Existing Notes and the Indenture on the terms set forth below, on a joint and several basis with the Guarantee of the Existing Guarantor on the terms set forth in Article 10 of the Base Indenture. This Article 3, and not Article Ten of the Base Indenture, shall apply to (i) the Existing Notes and (ii) any other Series of Securities that is indicated in a Board Resolution, supplemental indenture or Officer’s Certificate pursuant to Section 2.02 of the Base Indenture as having a Healthpeak Guarantee and only for so long as, and to the extent of, such Healthpeak Guarantee (the Existing Notes and each such other Series of Securities, a “Healthpeak Guaranteed Series of Securities”).

SECTION 3.1. Guarantee. (a) Subject to the other provisions of this Article, Healthpeak Properties, Inc. (“Healthpeak Properties”) hereby guarantees (the “Healthpeak Properties Guarantee”) and Healthpeak OP, LLC (“Healthpeak OP” and, together with Healthpeak Properties, the “Healthpeak Guarantors”) hereby guarantees (the “Healthpeak OP Guarantee” and, together with the Healthpeak Properties Guarantee, the “Healthpeak Guarantees”) to each Holder of a Healthpeak Guaranteed Series of Securities (which Security has been authenticated and delivered by the Trustee), and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Supplemental Indenture, the Healthpeak Guaranteed Series of Securities, or the obligations of the Issuer hereunder or thereunder, that:

(1) the principal of and premium, if any, and interest on the Healthpeak Guaranteed Series of Securities will be promptly paid in full when due, whether at Maturity, or by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Healthpeak Guaranteed Series of Securities, if any, if lawful, and all other obligations of the Issuer to the Holders of Healthpeak Guaranteed Series of Securities, or the Trustee hereunder or thereunder, will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and

(2) in case of any extension of time of payment or renewal of any Healthpeak Guaranteed Series of Securities or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated Maturity, by acceleration or otherwise.

Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the respective Healthpeak Guarantor will be obligated to pay or perform the same immediately. Each of the Healthpeak Guarantors agrees that this is a guarantee of payment and not a guarantee of collection.

(b) To the extent permissible under applicable law, the obligations of each of the Healthpeak Guarantors under the Healthpeak Guaranteed Series of Securities are unconditional, irrespective of the validity, regularity or enforceability of the Healthpeak Guaranteed Series of Securities or this Supplemental Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Healthpeak Guaranteed Series of Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the respective Healthpeak Guarantor. To the extent permitted by applicable law, each of the Healthpeak Guarantors hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants that the Healthpeak Guaranteed Series of Securities will not be discharged except by complete performance of the obligations contained in the Healthpeak Guaranteed Series of Securities and each supplemental indenture relating thereto (and the provisions of the Indenture applicable thereto).

(c) If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Healthpeak Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to any of the Issuer or the Healthpeak Guarantors, any amount paid by either to the Trustee or such Holder, the Healthpeak Guaranteed Series of Securities, to the extent theretofore discharged, will be reinstated in full force and effect.

(d) Each of the Healthpeak Guarantors agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each of the Healthpeak Guarantors further agrees that, to the extent permitted by applicable law, as between the respective Healthpeak Guarantor, on the one hand, and the Holders of the Healthpeak Guaranteed Series of Securities and the Trustee, on the other hand, (i) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six of the Base Indenture for the purposes of the Healthpeak Guaranteed Series of Securities, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such obligations as provided in Article Six of the Base Indenture, such obligations (regardless of whether due and payable) will forthwith become due and payable by the respective Healthpeak Guarantor for the purpose of the Healthpeak Guaranteed Series of Securities.

SECTION 3.2. Limitation of Guarantee. Each of the Healthpeak Guarantors and each Holder hereby confirms that it is the intention of all such parties that the Healthpeak Guarantee of the respective Healthpeak Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or State law to the extent applicable to any Healthpeak Guarantee. To effectuate the foregoing intention, the Trustee, to the extent permitted under applicable law, the Holders and each of the Healthpeak Guarantors hereby irrevocably agree that the obligations of the respective Healthpeak Guarantor will be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the respective Healthpeak Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of the respective Healthpeak Guarantor in respect of the obligations of the respective Healthpeak Guarantor under this Article, result in the obligations of the respective Healthpeak Guarantor under its Healthpeak Guarantee not constituting a fraudulent transfer or conveyance.

SECTION 3.3. Execution and Delivery of Guarantee Notation. To evidence its respective Healthpeak Guarantee set forth in Section 3.1 hereof, each Healthpeak Guarantor hereby agrees that a notation of Healthpeak Guarantee substantially in the form set forth in Exhibit A to this Supplemental Indenture or in such other form as shall be established by or pursuant to a Board Resolution, supplemental indenture or Officer’s Certificate pursuant to Section 2.02 of the Base Indenture, shall be executed on behalf of the respective Healthpeak Guarantor by an Officer of the respective Healthpeak Guarantor with respect to each Healthpeak Guaranteed Series of Securities authenticated and delivered by the Trustee.

Each of the Healthpeak Guarantors hereby agrees that its respective Healthpeak Guarantee set forth in Section 3.1 hereof will remain in full force and effect notwithstanding any failure to execute a notation of Healthpeak Guarantee on any such Healthpeak Guaranteed Series of Securities.

The delivery of any Healthpeak Guaranteed Series of Securities by the Trustee, after the authentication thereof hereunder, will constitute due delivery of the notation of Healthpeak Guarantee of such Healthpeak Guaranteed Series of Securities set forth in this Supplemental Indenture on behalf of the respective Healthpeak Guarantor; provided that with respect to the Existing Notes, delivery of an executed notation of Healthpeak Guarantee in the form set forth in Exhibit A to this Supplemental Indenture to the Trustee will constitute due delivery of the Healthpeak Guarantee of the Existing Notes (and, for avoidance of doubt, such notation of Healthpeak Guarantee shall not be required to be affixed to the global note certificates representing the Existing Notes).

SECTION 3.4. Release of Guarantee. The Healthpeak Guarantee of the respective Healthpeak Guarantor shall be automatically and unconditionally released: (i) upon the sale or other disposition (including by way of consolidation or merger), in one transaction or a series of related transactions, of a majority of the total voting power of the capital stock or other interests of the Existing Guarantor or the Issuer (other than to a Healthpeak Guarantor or any Affiliate of a Healthpeak Guarantor); or (ii) upon the sale or disposition of all or substantially all the property of the Existing Guarantor or the Issuer (other than to any Affiliate of a Healthpeak Guarantor). The Healthpeak Guarantee of the respective Healthpeak Guarantor also shall be released with respect to a Healthpeak Guaranteed Series of Securities as provided in the Board Resolution, supplemental indenture or Officer’s Certificate establishing such Series pursuant to Section 3.02 of the Base Indenture. The Healthpeak Guarantee of the respective Healthpeak Guarantor, with respect to a Healthpeak Guaranteed Series of Securities, also will be released if the Issuer exercises its Legal Defeasance or its Covenant Defeasance option with respect to such Series as set forth in Article Eight of the Base Indenture, or if the Issuer’s obligations under the Indenture with respect to such Series are discharged as set forth in Section 8.08 of the Base Indenture. The Issuer will give written notice as promptly as practicable to the Trustee of the automatic release of any Healthpeak Guarantee pursuant to this Section 3.4. At the Issuer’s request, the Trustee will execute and deliver any documents, instructions or instruments evidencing any such release upon receipt of an Officer’s Certificate and an Opinion of Counsel stating that such documents, instructions or instruments are permitted or authorized by the Indenture.

ARTICLE 4

EFFECTIVENESS

Section 4.1. Effectiveness. This Fourth Supplemental Indenture shall be effective upon its execution and delivery by the parties hereto.

ARTICLE 5

MISCELLANEOUS

Section 5.1. Section 11.02 of the Base Indenture shall be superseded and replaced by the following:

SECTION 11.02. Notices. Any notice or communication shall be in writing (including facsimile and .pdf transmission) and delivered in person or sent by first class mail (or, in the case of any Global Securities, electronically through the customary procedures of the Depositary) addressed as follows:

If to the Issuer or the Guarantors:

Healthpeak Properties, Inc.

4600 South Syracuse Street, Suite 500

Denver, Colorado 80237

Attention: General Counsel

Email: jhmiller@healthpeak.com

with copies (which shall not constitute notice) to:

Latham & Watkins LLP

10250 Constellation Blvd., Suite 1100

Los Angeles, California 90067

Attention: Lewis Kneib, Esq.

Telephone: (424) 653-5500

If to the Trustee:

U.S. Bank Trust Company, National Association

1555 North RiverCenter Drive, Suite 203

Milwaukee, WI 53212

Attention: Global Corporate Trust Services

Facsimile: (414) 905-5049

with copies (which shall not constitute notice) to:

Stinson LLP

50 South Sixth Street, Suite 2600

Minneapolis, MN 55402

Attention: Iain M. Johnson

Facsimile: (612) 335-1458

The Issuer, the Guarantors or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications.

Any notice or communication mailed to a Holder shall be mailed to the Holder at the Holder’s address as it appears on the registration books of the Registrar and shall be sufficiently given if so mailed within the time prescribed.

Failure to send a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. If a notice or communication is sent in the manner provided above, it is duly given, whether or not the addressee receives it.

All notices, approvals, consents, requests and any communications under this Indenture to the Trustee must be in writing and in the form of a document that is signed manually or by way of a digital signature provided by DocuSign (or such other digital signature provider as specified in writing to the Trustee by the Issuer), in English. The Issuer agrees to assume all risks arising out of the use of digital signatures and electronic methods to submit communications to the Issuer, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties.

Section 5.2. The recitals herein contained are made by the Issuer and the Guarantors only, and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture. The Trustee shall be entitled to the benefit of every provision of the Indenture relating to the conduct or affecting the liability or affording protection to the Trustee, whether or not elsewhere herein so provided.

Section 5.3. This Supplemental Indenture shall be deemed to be a contract made under the law of the State of New York and for all purposes shall be governed by and construed in accordance with the law of said State.

Section 5.4. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 5.5. This Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. The words “execution,” signed,” “signature,” and words of like import in this Agreement or in any other certificate, agreement or document related to this Agreement shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.

[Signature page follows]

IN WITNESS WHEREOF, the Issuer, the Existing Guarantor, the Healthpeak Guarantors and the Trustee have caused this Supplemental Indenture to be executed in their respective corporate names as of the date first above written.

	DOC DR, LLC, as Issuer By: DOC DR HOLDCO, LLC, its Managing Member By: HEALTHPEAK OP LLC, its Sole Member By: HEALTHPEAK PROPERTIES, INC., its Managing Member

	By:	/s/ Peter A. Scott
	Name: Peter A. Scott
	Title: Chief Financial Officer

	DOC DR HOLDCO, LLC, as Guarantor By: HEALTHPEAK OP LLC, its Sole Member By: HEALTHPEAK PROPERTIES, INC., its Managing Member

	By:	/s/ Peter A. Scott
	Name: Peter A. Scott
	Title: Chief Financial Officer
	HEALTHPEAK OP, LLC, as Guarantor By: HEALTHPEAK PROPERTIES, INC., its Managing Member

	By:	/s/ Peter A. Scott
	Name: Peter A. Scott
	Title: Chief Financial Officer

	HEALTHPEAK PROPERTIES, INC., as Guarantor

	By:	/s/ Peter A. Scott
	Name: Peter A. Scott
	Title: Chief Financial Officer
	U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee

	By:	/s/ Steven F. Posto
	Name: Steven F. Posto
	Title: Vice President

[Signature page to DOC 4^th Supplemental Indenture]

EXHIBIT A

[Form of Notation of Healthpeak Guarantees]

Reference is made to the Fourth Supplemental Indenture, dated as of March 1, 2024, by and among DOC DR, LLC, as issuer, DOC DR, LLC, DOC DR Holdco, LLC, Healthpeak OP, LLC and Healthpeak Properties, Inc., as guarantors, and U.S. Bank Trust Company, National Association, as trustee (the “Fourth Supplemental Indenture”). Capitalized terms used herein but not defined herein have the meanings given to such terms in the Fourth Supplemental Indenture.

Each of the Healthpeak Guarantors (which term includes any successor Person in such capacity under the Indenture), has fully and unconditionally guaranteed, jointly and severally with the Existing Guarantor, to the extent set forth in Article 3 of the Fourth Supplemental Indenture and subject to the provisions thereof in all respects, the due and punctual payment of the principal of, and premium, if any, and interest on the Existing Notes and all other obligations of the Issuer to the Holders of the Existing Notes, or to the Trustee with respect thereto.

The obligations of each Healthpeak Guarantor to the Holders of the Existing Notes and to the Trustee pursuant to the Healthpeak Guarantee are expressly set forth in Article 3 of the Fourth Supplemental Indenture and reference is made thereto for the full and precise terms of the Healthpeak Guarantees.

	Healthpeak Guarantors:
	HEALTHPEAK OP, LLC, as Guarantor By: HEALTHPEAK PROPERTIES, INC., its Managing Member

	By:
	Name: Peter A. Scott
	Title: Chief Financial Officer

	HEALTHPEAK PROPERTIES, INC., as Guarantor

	By:
	Name: Peter A. Scott
	Title: Chief Financial Officer

Exhibit 10.1

consent and THIRD AMENDMENT TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT

This Consent and Third Amendment to Third Amended and Restated Credit Agreement (this “Agreement”) is made as of February 21, 2024 among PHYSICIANS REALTY L.P., a Delaware limited partnership (to be succeeded by DOC OP upon consummation of the Partnership Merger (each as defined below)) (the “Borrower”), PHYSICIANS REALTY TRUST (to be succeeded by DOC upon consummation of the Company Merger (each as defined below)), a Maryland real estate investment trust (the “Parent”), HEALTHPEAK PROPERTIES, INC., a Maryland corporation (“Healthpeak”), HEALTHPEAK OP, LLC, a Maryland limited liability company and direct consolidated subsidiary of Healthpeak (“Healthpeak OP”), KEYBANK NATIONAL ASSOCIATION, a national banking association, as administrative agent (the “Administrative Agent”), and the Lenders party hereto.

W I T N E S S E T H:

WHEREAS, the Borrower and the Parent (the “Original Credit Parties”), the Administrative Agent and the Lenders have entered into a certain Third Amended and Restated Credit Agreement dated as of September 24, 2021 (as amended by that certain First Amendment to Third Amended and Restated Credit Agreement dated as of March 31, 2023, as amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of May 24, 2023 and as may be further amended, restated, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”), wherein the Administrative Agent and the Lenders agreed to provide a revolving credit facility to the Borrower in the aggregate principal amount of up to $1,000,000,000.00 and a term loan facility to the Borrower in the original principal amount of $400,000,000.00.

WHEREAS, the Borrower has informed the Administrative Agent that the Parent and the Borrower entered into that certain Agreement and Plan of Merger dated as of October 29, 2023 (as the same may be amended, modified, supplemented, or restated from time to time, the “Merger Agreement”) with Healthpeak; DOC DR Holdco, LLC (formerly known as Alpine Sub, LLC), a Maryland limited liability company and a direct wholly owned subsidiary of Healthpeak (“DOC”); DOC DR, LLC (formerly known as Alpine OP Sub, LLC), a Maryland limited liability company (“DOC OP”) and a direct wholly owned subsidiary of Healthpeak OP.

WHEREAS, pursuant to the Merger Agreement, (i) the Parent will merge into DOC, with DOC continuing as the surviving entity (the “Company Merger”) and (ii) the Borrower will merge into DOC OP, with DOC OP continuing as the surviving entity (the “Partnership Merger”).

WHEREAS, as a result of the Company Merger, the Partnership Merger and certain other intercompany transactions to be consummated in connection therewith (the “Closing Date Transactions”), DOC shall be a direct wholly owned subsidiary of Healthpeak OP and DOC OP shall be a direct consolidated subsidiary of DOC.

WHEREAS, detailed descriptions of the Company Merger and the Partnership Merger have been made publicly available by the Parent pursuant to that certain Form 8-K filed with the U.S. Securities and Exchange Commission on October 30, 2023, including a copy of the Merger Agreement as Exhibit 2.1 thereto.

WHEREAS, (i) upon the consummation of the Company Merger, DOC, as successor to the Parent, shall assume all rights and obligations of the Parent under the Credit Agreement and the other Credit Documents, including but not limited to the Parent’s rights and obligations as Guarantor thereunder, (ii) upon the consummation of the Partnership Merger, DOC OP, as successor to the Borrower, shall assume all rights and obligations of the Borrower under the Credit Agreement and the other Credit Documents ((i) and (ii) together, the “Assumption”), and (iii) upon the effectiveness of the Assumption, Healthpeak and Healthpeak OP shall guarantee the Obligations under the Credit Agreement and DOC and DOC OP shall guarantee all obligations under that certain Term Loan Agreement dated as of August 22, 2022 (as amended by that certain Consent and Amendment No. 1 dated as of February 10, 2023, and as further amended, restated, supplemented or otherwise modified prior to the date hereof) by and among Healthpeak, Healthpeak OP, the lenders party thereto and Bank of America, N.A., as administrative agent (the “Guarantor Joinders”).

WHEREAS, the closing of the Company Merger and the Partnership Merger is subject to the satisfaction or waiver of the closing conditions set forth in the Merger Agreement, including, among other things, the receipt of applicable stockholder and regulatory approvals.

WHEREAS the Administrative Agent and the Lenders party hereto, constituting all of the Required Class Term Lenders under the Credit Agreement immediately prior to the Consent Effective Time (as defined below) (after giving effect to any Lender assignments to be consummated at or prior to the Consent Effective Time) (the “Consenting Lenders”), have agreed pursuant to and in accordance with Section 11.4 of the Credit Agreement to consent to the Company Merger, the Partnership Merger, the other Closing Date Transactions and the Assumption, to the extent, in accordance with the terms, subject to the conditions and in reliance upon the representations and warranties set forth below.

WHEREAS the Administrative Agent and the Consenting Lenders have agreed pursuant to and in accordance with Section 11.4 of the Credit Agreement to make certain amendments to the Credit Agreement as set forth in Section 3 hereof, including to effectuate the Guarantor Joinder, in each case to the extent, in accordance with the terms, subject to the conditions and in reliance upon the representations and warranties set forth below.

WHEREAS, effective as of the Amendment Effective Time, the Borrower will terminate the Revolving Commitments in whole, upon which the Revolving Credit Exposure shall be reduced to $0 and the Revolving Lenders shall be released from their respective Revolving Commitments thereunder (the “Revolver Termination”).

NOW, THEREFORE, in consideration of the premises and the agreements hereinafter set forth, the parties hereto hereby agree as follows:

1.            Definitions. Unless otherwise defined herein (including the recitals hereto), capitalized terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Credit Agreement and other Credit Documents shall, after such applicable section of this Agreement becomes effective, refer to the Credit Agreement as amended hereby.

2.            Consent Under Credit Agreement. Effective as of the Consent Effective Time (as defined below), the Administrative Agent and the Consenting Lenders consent to the Company Merger, the Partnership Merger, the other Closing Date Transactions, the Assumption, the Guarantor Joinders and any actions related to the foregoing (collectively, the “Permitted Transactions”), in each case notwithstanding anything in the Credit Agreement or any other Credit Document to the contrary. For the avoidance of doubt and without limitation, effective as of the Consent Effective Time, the Administrative Agent and the Consenting Lenders hereby agree that (a) none of the Permitted Transactions shall constitute (i) a Change of Control as defined in the Credit Agreement, (ii) a transaction prohibited by Section 8.10 of the Credit Agreement or (iii) a transaction prohibited by Section 8.12 of the Credit Agreement, (b) the failure of DOC, as successor to the Parent in the Company Merger, to qualify as a REIT shall not constitute a breach of Section 7.16 of the Credit Agreement or a Default or Event of Default under Section 9.1(m) of the Credit Agreement and (c) the Permitted Transactions shall be permitted in their entirety. The consents and agreements set forth in this Section 2 are collectively referred to as the “Consents”. References to the Credit Agreement in this section are to the existing Credit Agreement prior to effectiveness of this Agreement.

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3.            Amendments to Credit Agreement.

(a)          Effective as of the Amendment Effective Time, the Credit Agreement and the Compliance Certificate are amended to delete the stricken text (indicated textually in the same manner as the following example: ~~stricken text~~) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) set forth in Exhibit A to this Agreement (the amendments set forth in Exhibit A, collectively, the “Amendments”; the Credit Agreement as amended by the Amendments, the “Amended Credit Agreement”).

(b)            The Revolving Lenders party hereto hereby acknowledge the Revolver Termination and waive any requirement of advance notice of the Revolver Termination set forth in Section 2.11(b) of the Credit Agreement.

(c)            Each Consenting Lender agrees that, as of the Amendment Effective Date, its Term Commitments are as set forth on Appendix A attached hereto.

4.            Consent Effective Time. The Consents shall become effective as of the first time each of the following conditions has been satisfied or waived by the Administrative Agent (the “Consent Effective Time”):

(a)            Transaction Document. The Administrative Agent shall have received a copy of this Agreement, executed and delivered by a duly authorized officer of each Original Credit Party, the Administrative Agent and each of the Consenting Lenders.

(b)            Representations and Warranties. As of the Consent Effective Time, solely with respect to the Original Credit Parties, (x) the representations and warranties contained in Section 6 of this Agreement shall be true and correct in all material respects and (y) each of the Specified Representations (as defined in the Amended Credit Agreement) shall be true and correct in all material respects; provided that, in each case, (i) any representation or warranty qualified as to materiality shall be true and correct in all respects and (ii) any representation or warranty made solely with respect to a specified prior date shall be true and correct in all material respects (subject to clause (i) of this proviso) as of such specified date.

(c)            No Default. No Default or Event of Default shall have occurred and be continuing immediately prior to the Consent Effective Time or would result from this Agreement.

5.            Amendment Effective Time. The Amendments and the Revolver Termination shall become effective as of the first time each of the following conditions has been satisfied or waived by the Administrative Agent (the “Amendment Effective Time”):

(a)            Effectiveness of Consent. The Consent Effective Time shall have occurred.

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(b)            Closing of Permitted Transactions. The Permitted Transactions shall have been immediately prior to the Amendment Effective Time, or substantially concurrently with the Amendment Effective Time will be, consummated.

(c)            Transaction Document. The Administrative Agent shall have received a copy of this Agreement, executed and delivered by a duly authorized officer of each of Healthpeak, Healthpeak OP, DOC and DOC OP (the “Closing Date Credit Parties”).

(d)            Organizational Documents. The Administrative Agent shall have received copies of (i) articles of incorporation, certificate of organization or formation, or other like document for each of the Closing Date Credit Parties certified as of a recent date by the appropriate Governmental Authority, (ii) (A) bylaws, operating agreement, partnership agreement or like document, (B) resolutions approving the transactions contemplated by this Agreement and authorizing execution and delivery of this Agreement, and (C) incumbency certificates, for each of the Closing Date Credit Parties, in each case certified by an Authorized Officer in form and substance reasonably satisfactory to the Administrative Agent, and (iii) copies of certificates of good standing, existence or other like document (if available) for each of the Closing Date Credit Parties, dated as of a recent date, from the appropriate Governmental Authority of its jurisdiction of formation or organization.

(e)            Opinions. The Administrative Agent shall have received customary opinions of counsel (including local counsel to the extent reasonably required by the Administrative Agent and requested no later than five (5) Business Days prior to the Amendment Effective Time) for each of the Closing Date Credit Parties addressed to and/or for the benefit of the Administrative Agent and the Lenders party to the Amendments, including, among other things, opinions regarding the due authorization, execution and delivery of the Amendments, and the enforceability thereof.

(f)            Representations and Warranties. As of the Amendment Effective Time, solely with respect to the Closing Date Credit Parties, (x) the representations and warranties contained in Section 6 of this Agreement shall be true and correct in all material respects and (y) each of the Specified Representations (as defined in the Amended Credit Agreement) shall be true and correct in all material respects; provided that, in each case, (i) any representation or warranty qualified as to materiality shall be true and correct in all respects and (ii) any representation or warranty made solely with respect to a specified prior date shall be true and correct in all material respects (subject to clause (i) of this proviso) as of such specified date.

(g)            No Default. No Default or Event of Default shall have occurred and be continuing as of the Amendment Effective Time or would result from this Agreement (in each case after giving effect to the Consents).

(h)            Payment of Fees and Expenses. The Administrative Agent shall have received reasonable confirmation that all reasonable and documented out-of-pocket fees and expenses required to be paid by the Borrower on or before the Amendment Effective Time to the Consenting Lenders in connection with the Amendments have been paid to the extent invoiced not less than five Business Days in advance of the Amendment Effective Time, including the reasonable and documented out-of-pocket fees and expenses of counsel for the Administrative Agent in connection with the Amendments.

(i)            KYC. Upon the reasonable written request of any Consenting Lender made at least ten (10) Business Days prior to the Amendment Effective Time, Borrower shall have provided to such Consenting Lender, (i) all documentation and other information about the Credit Parties required under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, and (ii) to the extent that the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification with respect to the Borrower.

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6.             Representations and Warranties. (i) As of the Consent Effective Time, each Original Credit Party hereby represents and warrants and (ii) as of the Amendment Effective Time, each Closing Date Credit Party hereby represents and warrants that:

(a)            Such party has the requisite power and authority to execute, deliver and perform this Agreement.

(b)            Such party has taken all necessary corporate (or analogous) action to authorize the execution, delivery and performance of this Agreement. This Agreement and the Amended Credit Agreement constitute a legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally, and subject to general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

(c)            No Default or Event of Default (as defined in (i) to the extent such representation is made by the Original Credit Parties, the Credit Agreement and (ii) to the extent such representation is made by the Closing Date Credit Parties, the Amended Credit Agreement) has occurred and is continuing.

 7.            Consenting Lender Acknowledgement. By submitting its signature page to this Agreement to the Administrative Agent, each Lender party hereto acknowledges and agrees that (i) such signature page may not be withdrawn or revoked, and shall not be returned, except upon the express written consent of the Borrower and (ii) its consents and agreements hereunder are binding upon its successors and assigns, including any assignee under Section 11.5 of the Credit Agreement. Each Consenting Lender hereby acknowledges and agrees that any assignment of all or a portion of their Loans under the Credit Agreement entered into after the date of execution hereof and prior to the Amendment Effective Time shall be expressly subject to the assignee of such Consenting Lender acknowledging to the Borrower that they are bound by the consent provided by such Consenting Lender hereunder.

8.            Limited Effect. As of the Consent Effective Time, any reference in any Credit Document to the Credit Agreement shall be to the Credit Agreement after giving effect to the Consents, and as of the Amendment Effective Time, any reference in any Credit Document to the Credit Agreement shall be to the Credit Agreement after giving effect to the Consents and the Amendments. Except as set forth herein, (i) all of the terms and provisions of the Credit Agreement and the other Credit Documents are and shall remain in full force and effect and (ii) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Credit Documents, nor constitute a waiver of any provision of any of the Credit Documents.

9.            Governing Law. This Agreement shall be governed by, and construed in accordance with, the law of the State of New York.

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10.          General Terms. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same agreement, and any of the parties hereto may execute this Agreement by signing any such counterpart. A set of the copies of this Agreement signed by all the parties shall be lodged with the Administrative Agent. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Agreement. The words “execution,” “signed,” “signature,” and words of like import in this Agreement 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.

11.            Headings, etc. Section or other headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

12.            Credit Document. Each Credit Party hereby acknowledges and agrees that, notwithstanding anything to the contrary contained herein, in the Credit Agreement or in any other Credit Document, this Agreement shall constitute a Credit Document under the Credit Agreement.

13.            Amendments. This Agreement shall not be amended, restated, amended and restated or otherwise modified except as provided in Section 11.4 of the Credit Agreement.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.

	BORROWER:

	physicians realty L.P., a Delaware limited partnership

	By:	Physicians Realty Trust, as General Partner

	By:	/s/ John Thomas
	Name:	John Thomas
	Title:	President

	PARENT:

	PHYSICIANS REALTY TRUST, a Maryland real estate investment trust

	By:	/s/ John Thomas
	Name:	John Thomas
	Title:	President