Exhibit 10.2
FIRSTAMENDMENTTOCREDITAGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of May 31, 2026 (the “Effective Date”), is entered into by and among VINEBROOK HOMES OPERATING PARTNERSHIP, L.P., a Delaware limited partnership(“Parent Borrower”), and certain of its subsidiaries (“SubsidiaryBorrowers,”andtogetherwithParentBorrower,collectively,“Borrower”),andJPMORGAN CHASE BANK, N.A., a national banking association, in its capacity as administrative agent for certain lendersunder the hereinafter defined Credit Agreement (“Administrative Agent”). CapitalizedtermsusedinthisAmendmentwithoutdefinitionshallhavethemeaningsascribedtothemintheCreditAgreement.
RECITALS
A.
Borrower, Administrative Agent and certain lenders (“Lenders”) have previously entered into that certain Credit Agreement dated as of September 11, 2025 (as amended, supplemented, restated and modified from time to time, the “Credit Agreement”), pursuant to which Lenders have made certain loans to Borrower.
B.
Borrower has requested that Administrative Agent and Lenders amend certain provisions of the Credit Agreement, and Administrative Agent and Lenders have agreed to do so upon the terms and subject to the conditions set forth in this Amendment.
C.
ThisAmendmentisbeingenteredintobyandamongBorrowerandAdministrativeAgent with the consent of Required Lenders pursuant to Section 9.02(b)of the Credit Agreement.
AGREEMENT
NOW,THEREFORE,inconsiderationoftheforegoingandthemutualcovenantshereincontained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
1.
Recitals.TheRecitalsofthisAmendmentareincorporatedintothisAmendmentasiffully set forth herein.
2.
AmendmentstoCreditAgreement.EffectiveasoftheEffectiveDate,theCredit Agreement is hereby amended as follows:
(a)
Section5.15(b)oftheCreditAgreementisherebydeletedinitsentirety, and inserted in lieu thereof is the following:
(b)
FixedChargeCoverageRatio.TheFixedCharge Coverage Ratio shall not be less than 1.25to 1.0for the firsttwoFiscalQuartersincalendaryear2026;shallnot be less than 1.35 to 1.0 for the third Fiscal Quarter in calendaryear2026;andshallnotbelessthan1.50to1.0 thereafter to and including the Maturity Date.
(b)
Section 5.15(e)of the Credit Agreement is hereby deleted in its entirety, and inserted in lieu thereof is the following:
(e)
Liquid Assets. The Borrower shall at all times maintain Liquid Assets of no less than $30,000,000.00.
3.
Representations and Warranties. Borrower represents and warrants to Lender as of the EffectiveDateandasoftheMaturityDateExtensionDate,that:(a)allrepresentationsandwarrantiesmade byBorrowerintheCreditAgreementorunderanyoftheotherLoanDocumentsaretrueandcorrectinall material respects as of the date hereof and will be true and correct in all materialrespects on and as of the Maturity Date Extension Date, except to the extent any such representation and warranty is made as of a specified date, in which case such representation and warranty shall have been true and correct as of such specified date; (b) Borrower hasthe powerand legal right and authority toenterinto this Amendmentand has duly authorized the execution and delivery of this Amendment and other agreements and documents executed and delivered by Borrower in connection herewith; (c) no consent, approval or authorization of or registration or declaration with any party, including but not limited to any Governmental Authority, is requiredinconnectionwiththeexecutionanddeliverybyBorrowerofthisAmendment;and(d)noDefault has occurred and is continuing as of the date hereof.
4.
Costs and Expenses. Borrower shall pay to Administrative Agent, on or before the Effective Date, all of Administrative Agent’s costs and expenses, including reasonable attorneys’ fees, incurred in connection with the negotiation, preparation and execution of this Amendment.
5.
Miscellaneous.
(a)
ExceptasspecificallymodifiedbythisAmendment,allofthetermsandconditions of the Credit Agreement shall be unmodified and remain in full force and effect.
(b)
ThisAmendmentshallbegovernedbyandconstruedinaccordancewiththelaws of the State of New York.
(c)
Each and every one of the terms and provisions of this Amendment shall be binding upon andinureto the benefit of Borrower andLenderandtheirrespectivesuccessors and assigns.
(d)
This Amendment and the Loan Documents constitute the entire agreement between the parties hereto with respect to the subject matter hereof. This Amendment supersedes all previous negotiation and discussions between the parties with respect to the subject matter hereof, and no parol evidence of any prior or other agreement shall be permitted to contradict or vary the terms hereof.
(e)
IntheeventofanyinconsistenciesbetweentheprovisionsofthisAmendmentand the Loan Documents, the provisions of this Amendment shall control.
(f)
ThisAmendmentmaybeexecutedinseveralcounterpartsasdeemednecessaryor convenient, each of which, when so executed, shall be deemed an original, provided that all such counterpartsshallberegardedasoneandthesamedocument,andanypartytothisAmendmentmayexecute any such agreement by executing a counterpart of such agreement. A facsimile or digital copy (.pdf) or DocuSign or similar electronic execution method of this signed Amendment shall be deemed to be an original thereof.
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INWITNESSWHEREOF,thepartieshaveenteredintothisAmendmentasoftheEffectiveDate.
| PARENTBORROWER: | ||
| VINEBROOKHOMESOPERATINGPARTNERSHIP,L.P.,aDelawarelimitedpartnership | ||
| By: | /s/ Paul Richards | |
| Name: | ||
| Title: |
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[JPMorgan/Vinebrook – First Amendment to Credit Agreement]
| SUBSIDIARYBORROWERS: | |
| VB OP HOLDINGS LLC, | |
| VB ONE, LLC, | |
| TRUE PIT2017-1, LLC, | |
| TRUE PIT2017-2, LLC, | |
| TRUE JACK2017-1, LLC, | |
| TRUE JACK2017-2, LLC, | |
| TRUE OM2016-1, LLC, | |
| TI KC BRAVO, LLC, | |
| TRUE KC2016-1, LLC, | |
| TRUE MEM2016-1, LLC, | |
| P FIN VI HOLDINGS, LLC, | |
| P FIN VII MEM HOLDINGS, LLC, | |
| P FIN VII STL HOLDINGS, LLC, | |
| P FIN VII KC HOLDINGS, LLC, | |
| P FIN V FL HOLDINGS, LLC, | |
| P FIN V NC HOLDINGS, LLC, | |
| P FIN V NM HOLDINGS, LLC, | |
| P FIN II F HOLDINGS, LLC, | |
| P FIN VI, LLC, | |
| P FIN VII MEM,LLC, | |
| P FIN VII STL, LLC, | |
| P FIN VII KC, LLC, | |
| P FIN V FL, LLC, | |
| P FIN V NC, LLC, | |
| P FIN V NM, LLC, | |
| P FIN II F, LLC, | |
| SMP HOMES 3B LLC, | |
| SMP HOMES 5B LLC, | |
| VB SIX, LLC, | |
| VB CLOVIS, LLC, | |
| VB EIGHT, LLC, | |
| NREA VB I LLC, | |
| NREA VB II LLC, | |
| NREA VB III LLC, | |
| NREA VB IV LLC, | |
| NREA VB V LLC, | |
| NREA VB VI LLC,and | |
| NREA VB VII LLC, each a Delaware limited liability company |
| By: | /s/ Paul Richards | |
| Name: | PAUL RICHARDS | |
| Title: | CHIEF FINANCIAL OFFICER |
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| GUARANTOR: | ||
| VINEBROOKHOMESTRUST,INC.,aMarylandcorporation | ||
| By: | /s/ Paul Richards | |
| Name: | PAUL RICHARDS | |
| Title: | CHIEF FINANCIAL OFFICER |
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| ADMINISTRATIVE AGENT: | ||
| JPMORGAN CHASE BANK, N.A., as Administrative Agent and Lender | ||
| By: | /s/ Antonios Vavdinos | |
| Name: | Antonios Vavdinos | |
| Title: | Authorized Signatory |
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| RAYMOND JAMES BANK, as Lender | ||
| By: | /s/ Alexander Sierra | |
| Name: | Alexander Sierra | |
| Title: | Senior Vice President |
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| ROYAL BANK OF CANADA, as Lender | ||
| By: | /s/ William Behuniak | |
| Name: | William Behuniak | |
| Title: | Authorized Signatory |
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