UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
ý
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2015
OR
¨

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to             
Commission File Number: 000-54377
Griffin Capital Essential Asset REIT, Inc.
(Exact name of Registrant as specified in its charter)
Maryland
26-3335705
(State or other jurisdiction of
incorporation or organization)
(IRS Employer
Identification No.)
Griffin Capital Plaza, 1520 E. Grand Avenue, El Segundo, California 90245
(Address of principal executive offices)
(310) 469-6100
(Registrant’s telephone number)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Name of Each Exchange on Which Registered
None
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value per share
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes   ¨     No   ý
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.     Yes   ¨     No   ý
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.    Yes   ý     No   ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     Yes   ý     No   ¨

1

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of the Form 10-K or any amendment of this Form 10-K.  x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer
¨
Accelerated Filer
¨
Non-Accelerated Filer
x   (Do not check if a smaller reporting company)
Smaller reporting company
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes   ¨     No   ý
The aggregate market value of voting common stock held by non-affiliates was $1,806,641,574 assuming a market value of $10.40 per share, as of June 30, 2015, the last business day of the registrant’s most recently completed second fiscal quarter.
As of March 4, 2016 , there were 175,381,269 outstanding shares of common stock of the registrant.





























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EXPLANATORY NOTE
 
Griffin Capital Essential Asset REIT, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment No. 1”) to its Annual Report on Form 10-K for the year ended December 31, 2015, which was originally filed with the Securities and Exchange Commission on March 10, 2016 (the “Original Filing”), for the sole purpose of including a copy of the First Amendment to Unsecured Credit Agreement as Exhibit 10.27, which exhibit was inadvertently omitted from the Original Filing.

This Amendment No. 1 continues to speak as of the date of the Original Filing, and the Company has not updated the disclosures contained in the Original Filing to reflect any events that occurred at a date subsequent to the filing of the Original Filing. The filing of this Amendment No. 1 is not a representation that any statements contained in the Original Filing are true or complete as of any date subsequent to the date of the Original Filing. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing and with our public filings made with the Securities and Exchange Commission subsequent to the Original Filing.

Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, the certifications pursuant to Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002, filed and furnished, respectively, as exhibits to the Original Filing have been re-executed and re-filed as of the date of this Amendment No. 1 and are included as exhibits hereto.

Part IV
ITEM 15.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) List of Documents Filed.
1. Financial Statements
The following financial statements of the Company, and related report and notes, were filed as part of the Annual Report on Form 10-K filed with the SEC on March 10, 2016:
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2015 and 2014
Consolidated Statements of Operations for the Years Ended December 31, 2015, 2014 and 2013
Consolidated Statements of Other Comprehensive Loss for the Year Ended December 31, 2015, 2014 and 2013
Consolidated Statements of Equity for the Years Ended December 31, 2015, 2014 and 2013
Consolidated Statements of Cash Flows for the Years Ended December 31, 2015, 2014 and 2013
Notes to Consolidated Financial Statements
2. Schedule III — Real Estate and Accumulated Depreciation of the Company was filed as part of the Annual Report on Form 10-K filed with the SEC on March 10, 2016. All other schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the related instructions or are not applicable and therefore have been omitted.
3. The following exhibits are filed with this Amendment No. 1 on Form 10-K/A or incorporated by reference as set forth therein(and are numbered in accordance with Item 601 of Regulation S-K).
(b) See (a) 3 above.
(c) See (a) 2 above.
Exhibit
No.
  
Description
3.1
  
Third Articles of Amendment and Restatement of Griffin Capital Essential Asset REIT, Inc., incorporated by reference to Exhibit 3.1 to Pre-Effective Amendment No. 3 to the Registrant’s Registration Statement on Form S-11, filed on October 29, 2009, Commission File No. 333-159167
3.2
  
Bylaws of Griffin Capital Essential Asset REIT, Inc., incorporated by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form S-11, filed on May 12, 2009, Commission File No. 333-159167

3

3.3
  
Articles of Amendment to Third Articles of Amendment and Restatement of Griffin Capital Essential Asset REIT, Inc., incorporated by reference to Exhibit 3.3 to Post-Effective Amendment No. 6 to the Registrant’s Registration Statement on Form S-11, filed on July 12, 2011, Commission File No. 333-159167
3.4
 
Second Articles of Amendment to the Third Articles of Amendment and Restatement of Griffin Capital Essential Asset REIT, Inc., incorporated by reference to Exhibit 3.1 to the Registrant’s current report on Form 8-K filed on February 25, 2013, Commission File No. 000-54377
3.5
 
Third Articles of Amendment to the Third Articles of Amendment and Restatement of Griffin Capital Essential Asset REIT, Inc., incorporated by reference to Exhibit 3.1 to the Registrant’s current report on Form 8-K filed on June 14, 2013, Commission File No. 000-54377
4.1
  
Griffin Capital Essential Asset REIT, Inc. Second Amended and Restated Distribution Reinvestment Plan, incorporated by reference to Appendix B to the prospectus contained in the Registrant's Registration Statement on Form S-3D, filed on September 22, 2015, Commission File No. 333-207075
4.2
 
Enrollment form for Distribution Reinvestment Plan, incorporated by reference to Appendix A to the prospectus contained in the Registrant's Registration Statement on Form S-3D, filed on September 22, 2015, Commission File No. 333-207075
10.1
  
Griffin Capital Essential Asset REIT, Inc. 2009 Long Term Incentive Plan, incorporated by reference to Exhibit 10.3 to the Registrant’s Registration Statement on Form S-11, filed on May 12, 2009, Commission File No. 333-159167
10.2
  
Tax Protection Agreement by and among Griffin Capital Essential Asset REIT, Inc., Griffin Capital Essential Asset Operating Partnership, L.P., Kevin A. Shields, Don G. Pescara and David C. Rupert, incorporated by reference to Exhibit 10.5 to the Registrant’s Registration Statement on Form S-11, filed on May 12, 2009, Commission File No. 333-159167
10.3
  
Form of Master Property Management, Leasing and Construction Management Agreement, incorporated by reference to Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q, filed on December 10, 2009, Commission File No. 333-159167
10.4
  
Fixed Rate Note for Plainfield Property, incorporated by reference to Exhibit 10.17 to the Registrant’s Annual Report on Form 10-K, filed on March 30, 2010, Commission File No. 333-159167
10.5
 
Tax Protection Agreement for Will Partners Property dated June 4, 2010, incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K, filed on June 9, 2010, Commission File No. 333-159167
10.6
 
Tax Protection Agreement for LTI Property dated May 13, 2011, incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed on May 16, 2011, Commission File No. 000-54377
10.7
  
Promissory Note dated February 27, 2013 issued to Midland National Life Insurance Company, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on March 5, 2013, Commission File No. 000-54377
10.8
  
Open End Mortgage and Security Agreement for Westinghouse Property dated February 27, 2013, incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed on March 5, 2013, Commission File No. 000-54377
10.9
  
Separate Guaranty of Retained Liability Matters Agreement for Midland Mortgage Loan dated February 27, 2013, incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K, filed on March 5, 2013, Commission File No. 000-54377
10.10
  
NUF Note for the Schlumberger Property, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on January 30, 2014, Commission File No. 000-54377
10.11
  
VALIC Note for the Schlumberger Property, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on January 30, 2014, Commission File No. 000-54377
10.12
  
First Deed of Trust for the Schlumberger Property, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on January 30, 2014, Commission File No. 000-54377
10.13
  
Second Deed of Trust for the Schlumberger Property, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on January 30, 2014, Commission File No. 000-54377
10.14
  
First Mortgage for the Verizon Property, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on January 30, 2014, Commission File No. 000-54377
10.15
  
Second Mortgage for the Verizon Property, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on January 30, 2014, Commission File No. 000-54377
10.16
  
Recourse Carve-Out Guaranty Agreement, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on January 30, 2014, Commission File No. 000-54377
10.17
 
Third Amended and Restated Advisory Agreement, incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed on October 17, 2014, Commission File No. 000-54377
10.18
 
Third Amended and Restated Limited Partnership Agreement, incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K, filed on October 17, 2014, Commission File No. 000-54377

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10.19
 
Agreement and Plan of Merger, dated as of November 21, 2014, by and among Griffin Capital Essential Asset REIT, Inc., Griffin SAS, LLC, and Signature Office REIT, Inc., incorporated by reference to Exhibit 2.1 to the Registrant's Current Report on Form 8-K, filed on November 24, 2014, Commission File No. 000-54377
10.20
 
Board Observer and Indemnification Agreement, incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on June 11, 2015, Commission File No. 000-54377
10.21
 
DreamWorks Purchase Agreement, incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on July 23, 2015, Commission File No. 000-54377
10.22
 
Unsecured Credit Agreement, incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed on July 23, 2015, Commission File No. 000-54377
10.23
 
Revolving Loan Note, incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K filed on July 23, 2015, Commission File No. 000-54377
10.24
 
Term Loan Note, incorporated by reference to Exhibit 10.4 to the Registrant's Current Report on Form 8-K filed on July 23, 2015, Commission File No. 000-54377
10.25
 
Guaranty, incorporated by reference to Exhibit 10.5 to the Registrant's Current Report on Form 8-K filed on July 23, 2015, Commission File No. 000-54377
10.26
 
Schedule of Omitted Documents, incorporated by reference to Exhibit 10.6 to the Registrant's Current Report on Form 8-K filed on July 23, 2015, Commission File No. 000-54377
10.27*
 
First Amendment to Unsecured Credit Agreement dated February 12, 2016
21.1
  
Subsidiaries of Griffin Capital Essential Asset REIT, Inc., incorporated by reference to Exhibit 21.1 to the Registrant’s Registration Statement on Form S-4, filed on February 3, 2015, Commission File No. 333-201835
23.1
 
Consent of Ernst & Young, LLP, Independent Registered Accounting Firm
31.1*
  
Certification of Principal Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*
  
Certification of Principal Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*
  
Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002
32.2*
  
Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002
101
  
The following Griffin Capital Essential Asset REIT, Inc. financial information for the year ended December 31, 2015, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Equity, (iv) Consolidated Statements of Cash Flows and (v) Notes to Consolidated Financial Statements.
*
Filed herewith.

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of El Segundo, State of California, on April 15, 2016.
 
 
 
GRIFFIN CAPITAL ESSENTIAL ASSET REIT, INC.
 
 
 
 
Dated: April 15, 2016
 
By:
/s/ Kevin A. Shields
 
 
 
Kevin A. Shields
Chief Executive Officer and Chairman
(Principal Executive Officer)
 
 
 
 
 
 
By:
/s/ Joseph E. Miller
 
 
 
Joseph E. Miller
Chief Financial Officer and Treasurer
(Principal Financial Officer)


5
EXHIBIT 10.27

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

This First Amendment to Amended and Restated Credit Agreement is made as of this 12th day of February, 2016, by and among GRIFFIN CAPITAL ESSENTIAL ASSET OPERATING PARTNERSHIP, L.P., a Delaware limited partnership having an address at Griffin Capital Plaza, 1520 E. Grand Avenue, El Segundo, California 90245 ("Borrower"), KEYBANK NATIONAL ASSOCIATION, as Administrative Agent (the "Agent") and each of the Lenders (the "Lenders") party to the Amended and Restated Credit Agreement (as defined below) as of the date hereof.

W I T N E S S E T H :

WHEREAS, reference is hereby made to that certain Amended and Restated Credit Agreement dated as of July 20, 2015 (the "Credit Agreement"; unless otherwise defined herein, capitalized terms shall have the meanings provided in the Credit Agreement) entered into by and among Borrower, Agent, and the Lenders; and

WHEREAS, the Borrower, the Agent and the Lenders have agreed to amend and modify the Credit Agreement as set forth herein.

NOW, THEREFORE, it is agreed by and among the Borrower, the Agent and the Lenders as follows:

1.    The definition of “LIBO Rate" set forth in the Credit Agreement is hereby deleted in its entirety and shall be replaced by the following:

"LIBO Rate" means, with respect to any Eurodollar Borrowing for any Interest Period, the London interbank offered rate as administered by ICE Benchmark Administration (or any other Person that takes over the administration of such rate for U.S. Dollars) for a period equal in length to such Interest Period as displayed on pages LIBOR01 or LIBOR02 of the Reuters screen that displays such rate (or, in the event such rate does not appear on a Reuters page or screen, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion; in each case the "LIBOR Screen Rate") at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period; provided that (i) if the LIBOR Screen Rate shall be less than zero, such rate shall be deemed to be zero for the amount of the Loans that has not been identified by the Borrower in accordance with the terms of this Agreement as being subject to a Hedging Agreement that provides a hedge against interest rate risk; provided further that if the LIBOR Screen Rate shall not be available at such time for such Interest Period (an "Impacted Interest Period") then the LIBO Rate shall be the Interpolated Rate; provided that if any Interpolated Rate shall be less than zero, such rate shall be deemed to be zero for the amount of the Loans that has not been identified by the Borrower in accordance with the terms of this Agreement as being subject to a Hedging Agreement that provides a hedge against interest rate risk, and (ii) if no such rate administered by ICE Benchmark Administration (or by such other Person that has taken over the administration of such rate for U.S. Dollars) is available to the Administrative Agent, the applicable LIBOR Base Rate for the relevant Interest Period shall instead be the rate determined by the Administrative Agent to be the rate at which KeyBank or one of its Affiliate banks offers to place deposits in U.S. dollars with first class banks in the London interbank market at approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period, in the approximate amount of Administrative Agent's relevant LIBOR Rate Loan and having a maturity equal to such Interest Period."

2.    Borrower represents and warrants as follows:

(a) It has taken all necessary action to authorize the execution, delivery and performance of this Amendment.

(b) This Amendment has been duly executed and delivered by Borrower and constitutes the Borrower’s legal, valid and binding obligations, enforceable in accordance with its terms.


1


(c) No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by Borrower of this Amendment.

(d) The representations and warranties set forth in this Amendment and all of the Loan Documents continue to remain true and correct in all respects.

(e) To the best of Borrower's knowledge, no Default or Event of Default has occurred and is continuing as of the date hereof.

3.    Except as expressly amended hereby, the remaining terms and conditions of the Credit Agreement shall continue in full force and effect. All future references to the "Credit Agreement" shall be deemed to be references to the Credit Agreement as amended by this Amendment. It is intended that this Amendment, which may be executed in multiple counterparts, shall be governed by and construed in accordance with the laws of the State of New York.

4.    This Amendment shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto.

5.    This Amendment shall constitute a Loan Document for all purposes.

6.    For the purpose of facilitating the execution of this Amendment as herein provided and for other purposes, this Amendment may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and such counterparts shall constitute and be one and the same instrument. Facsimile signatures shall have the same legal effect as originals.

[Remainder of Page Intentionally Left Blank]

2


IN WITNESS WHEREOF , the under s igned h as e x ecuted and delivered this Agreement under seal as of the date first written above.
GRIFFIN CAPITAL ESSENTIAL ASSET OPERATING PARTNERSHIP, L.P., a Delaware limited partnership
 
By:
GRIFFIN CAPITAL ESSENTIAL ASSET REIT, INC., a Maryland corporation, its General Partner
 
 
 
 
 
 
By:
/s/ Joseph E. Miller
 
 
Name:
Joseph E. Miller
 
 
Title:
Chief Financial Officer


[Signatures Continue on the Following Page]


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KEYBANK, NATIONAL ASSOCIATION, individually and as Administrative Agent, Swingline Lender and Issuing Bank
 
 
 
By:
/s/ Christopher T. Neil
 
 
Name:
Christopher T. Neil
 
 
Title:
Vice President
BANK OF AMERICA, N.A.
 
 
 
By:
/s/ Dennis Kwan
 
 
Name:
Dennis Kwan
 
 
Title:
Vice President
FIFTH THIRD BANK, an Ohio banking corporation
 
 
 
By:
/s/ Matthew Rodgers
 
 
Name:
Matthew Rodgers
 
 
Title:
Vice President
SUNTRUST BANK
 
 
 
By:
/s/ Francine Glandt
 
 
Name:
Francine Glandt
 
 
Title:
Senior Vice President
WELLS FARGO BANK, NATIONAL ASSOCIATION
 
 
 
By:
/s/ Ricky S. Nahal
 
 
Name:
Ricky S. Nahal
 
 
Title:
Vice President
BMO HARRIS BANK N.A.
 
 
 
By:
/s/ Lloyd Baron
 
 
Name:
Lloyd Baron
 
 
Title:
Director
SUMITOMO MITSUI BANKING CORPORATION
 
 
 
By:
/s/ William G. Karl
 
 
Name:
William G. Karl
 
 
Title:
Executive Officer

[Signatures Continue on the Following Page]


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JPMORGAN CHASE BANK, N.A.
 
 
 
By:
/s/ Elizabeth R. Johnson
 
 
Name:
Elizabeth R. Johnson
 
 
Title:
Authorized Officer
US BANK NATIONAL ASSOCIATION, a national banking association
 
 
 
By:
/s/ Brian Bergfield
 
 
Name:
Brian Bergfield
 
 
Title:
Vice President
GOLDMAN SACHS BANK USA
 
 
 
By:
/s/ Jerry Li
 
 
Name:
Jerry Li
 
 
Title:
Authorized Signatory
CAPITAL ONE, NATIONAL ASSOCIATION
 
 
 
By:
/s/ Ashish Tandon
 
 
Name:
Ashish Tandon
 
 
Title:
Vice President

[Signatures Continue on the Following Page]


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GUARANTOR CONFIRMATION
The undersigned hereby acknowledges and consents to the foregoing First Amendment to Amended and Restated Credit Agreement and acknowledges and agrees that it remains obligated for the various obligations and liabilities, as applicable, set forth in that certain Amended and Restated Guaranty Agreement (the "Guaranty") dated July 20, 2015, executed by the undersigned in favor of the Agent, which Guaranty remains in full force and effect.

GUARANTOR:
GRIFFIN CAPITAL ESSENTIAL ASSET REIT, INC., a Maryland corporation
 
 
 
By:
/s/ Joseph E. Miller
 
 
Name:
Joseph E. Miller
 
 
Title:
Chief Financial Officer

THE GC NET LEASE (GV QUEBEC COURT) INVESTORS, LLC
THE GC NET LEASE (RENTON) INVESTORS, LLC
THE GC NET LEASE (PHOENIX DEER VALLEY) INVESTORS, LLC
THE GC NET LEASE (ARLINGTON HEIGHTS) INVESTORS, LLC
THE GC NET LEASE (IRVINE ARMSTRONG) INVESTORS, LLC
THE GC NET LEASE (JOLIET) INVESTORS, LLC
THE GC NET LEASE (WESTMINSTER) INVESTORS, LLC
THE GC NET LEASE (PHOENIX NORTHGATE) INVESTORS, LLC
THE GC NET LEASE (EL SEGUNDO GRAND) INVESTORS, LLC
THE GC NET LEASE (ATLANTA WINDY RIDGE) INVESTORS, LLC
THE GC NET LEASE (ATLANTA WILDWOOD I) INVESTORS, LLC
THE GC NET LEASE (ATLANTA WILDWOOD II) INVESTORS, LLC
THE GC NET LEASE (MASON SIMPSON) INVESTORS, LLC

By:
GRIFFIN CAPITAL ESSENTIAL ASSET OPERATING PARTNERSHIP, L.P., a Delaware limited partnership
 
 
 
 
By:
GRIFFIN CAPITAL ESSENTIAL ASSET REIT, INC., a Maryland corporation, its General Partner
 
 
 
 
 
 
 
 
By:
/s/ Joseph E. Miller
 
 
 
Name:
Joseph E. Miller
 
 
 
Title:
Chief Financial Officer

[Signatures Continue on the Following Page]

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THE GC NET LEASE (MASON DUKE) INVESTORS, LLC
THE GC NET LEASE (WESTERVILLE) INVESTORS, LLC
THE GC NET LEASE (DUBLIN) INVESTORS, LLC
THE GC NET LEASE (ARLINGTON CENTREWAY) INVESTORS, LLC
THE GC NET LEASE (IRVING) INVESTORS, LLC
THE GC NET LEASE (ALLEN PARK) INVESTORS, LLC
THE GC NET LEASE (MILWAUKEE) INVESTORS, LLC
THE GC NET LEASE (NASHVILLE CENTURY) INVESTORS, LLC
THE GC NET LEASE (WAYNE) INVESTORS, LLC
THE GC NET LEASE (LYNNWOOD I) INVESTORS, LLC
THE GC NET LEASE (MARYLAND HEIGHTS) INVESTORS, LLC
THE GC NET LEASE (OLATHE) INVESTORS, LLC
THE GC NET LEASE (PARSIPPANY) INVESTORS, LLC
THE GC NET LEASE (MARYLAND HEIGHTS LACKLAND) INVESTORS, LLC
THE GC NET LEASE (PHOENIX BEARDSLEY) INVESTORS, LLC
THE GC NET LEASE (SAN CARLOS) INVESTORS, LLC
THE GC NET LEASE (CHARLOTTE - NORTH FALLS) INVESTORS, LLC
THE GC NET LEASE (LARGO) INVESTORS, LLC
THE GC NET LEASE (EARTH CITY) INVESTORS, LLC
THE GC NET LEASE (MASON I) INVESTORS, LLC
THE GC NET LEASE (CHARLOTTE RESEARCH) INVESTORS, LLC
THE GC NET LEASE (LYNNWOOD II) INVESTORS, LLC
THE GC NET LEASE (HOUSTON WESTGATE III) INVESTORS, LLC
THE GC NET LEASE (GLENDALE) INVESTORS, LLC
THE GC NET LEASE (WEST CHESTER) INVESTORS, LLC

By:
GRIFFIN CAPITAL ESSENTIAL ASSET OPERATING PARTNERSHIP, L.P., a Delaware limited partnership
 
 
 
 
By:
GRIFFIN CAPITAL ESSENTIAL ASSET REIT, INC., a Maryland corporation, its General Partner
 
 
 
 
 
 
 
 
By:
/s/ Joseph E. Miller
 
 
 
Name:
Joseph E. Miller
 
 
 
Title:
Chief Financial Officer

[Signatures Continue on the Following Page]


7



THE GC NET LEASE (ATLANTA PERIMETER) INVESTORS, LLC
THE GC NET LEASE (FRISCO) INVESTORS, LLC
THE GC NET LEASE (HERNDON) INVESTORS, LLC
THE GC NET LEASE (HOUSTON WESTWAY I) INVESTORS, LLC
THE GC NET LEASE (HOUSTON WESTWAY II) INVESTORS, LLC
THE GC NET LEASE (DEERFIELD) INVESTORS, LLC
THE GC NET LEASE (LISLE) INVESTORS, LLC
THE GC NET LEASE (DENVER) INVESTORS, LLC
THE GC NET LEASE (COLUMBUS) INVESTORS, LLC
THE GC NET LEASE (MIRAMAR) INVESTORS, LLC

By:
SOR OFFICE OPERATING PARTNERSHIP, LLC, a Delaware limited liability company
 
 
 
 
By:
GRIFFIN CAPITAL ESSENTIAL ASSET OPERATING PARTNERSHIP, L.P., a Delaware limited partnership, its sole member
 
 
 
 
 
 
By:
GRIFFIN CAPITAL ESSENTIAL ASSET REIT, INC., a Maryland corporation, its General Partner
 
 
 
 
 
 
 
 
By:
/s/ Joseph E. Miller
 
 
 
Name:
Joseph E. Miller
 
 
 
Title:
Chief Financial Officer
THE GC NET LEASE (COLUMBIA) INVESTORS, LLC, a Delaware limited liability company
 
By:
THE POINT AT CLARK STREET REIT, LLC, a Delaware limited liability company
 
 
 
 
By:
FRANKLIN CENTER MEMBER, LLC, a Delaware limited liability company
 
 
 
 
 
 
By:
SOR OFFICE OPERATING PARTNERSHIP, LLC, a Delaware limited liability company
 
 
 
 
 
 
 
 
 
By:
GRIFFIN CAPITAL ESSENTIAL ASSET OPERATING PARTNERSHIP, L.P., a Delaware limited partnership, its sole member
 
 
 
 
 
 
 
 
 
 
 
 
 
By:
 
GRIFFIN CAPITAL ESSENTIAL ASSET REIT, INC., a Maryland corporation, its General Partner
 
 
 
 
 
 
 
 
 
 
 
 
 
 
By:
/s/ Joseph E. Miller
 
 
 
 
 
 
Name:
Joseph E. Miller
 
 
 
 
 
 
Title:
Chief Financial Officer

8


Exhibit 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Kevin A. Shields, certify that:

1.
I have reviewed Amendment No. 1 to this Annual Report on Form 10K/A of Griffin Capital Essential Asset REIT, Inc.;

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.


 
 
 
 
Dated:
April 15, 2016
By:
/s/ Kevin A. Shields
 
 
 
Kevin A. Shields
Chief Executive Officer and Chairman
(Principal Executive Officer)




Exhibit 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Joseph E. Miller, certify that:

1.
I have reviewed Amendment No. 1 to this Annual Report on Form 10K/A of Griffin Capital Essential Asset REIT, Inc.;

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.


Dated:
April 15, 2016
By:
/s/ Joseph E. Miller
 
 
 
Joseph E. Miller
Chief Financial Officer and Treasurer
(Principal Financial Officer)




Exhibit 32.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with Amendment No. 1 to the Annual Report of Griffin Capital Essential Asset REIT, Inc. (the “Company”) on Form 10-K/A for the year ended December 31, 2015 as filed with the Securities and Exchange Commission (the “Periodic Report”), I, Kevin A. Shields, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:
(i)
the Periodic Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and
(ii)
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated:
April 15, 2016
By:
/s/ Kevin A. Shields
 
 
 
Kevin A. Shields
Chief Executive Officer and Chairman
(Principal Executive Officer)




Exhibit 32.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with Amendment No. 1 to the Annual Report of Griffin Capital Essential Asset REIT, Inc. (the “Company”) on Form 10-K/A for the year ended December 31, 2015 as filed with the Securities and Exchange Commission (the “Periodic Report”), I, Joseph E. Miller, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:
(i)
the Periodic Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and
(ii)
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated:
April 15, 2016
By:
/s/ Joseph E. Miller
 
 
 
Joseph E. Miller
Chief Financial Officer and Treasurer
(Principal Financial Officer)