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):  November 22, 2016
 

Griffin Capital Essential Asset REIT II, Inc.
(Exact name of registrant as specified in its charter)
 


Commission File Number:  000-55605
 
MD
  
46-4654479

(State or other jurisdiction of   incorporation)
  
(IRS Employer   Identification No.)
 
Griffin Capital Plaza, 1520 E. Grand Avenue, El Segundo, CA 90245
(Address of principal executive offices, including zip code)
 
(310) 469-6100
(Registrant's telephone number, including area code)
 

None
(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))





  Item 1.01.    Entry into a Material Definitive Agreement
On November 22, 2016, Griffin Capital Essential Asset REIT II, Inc. (the "Registrant"), through its operating partnership, Griffin Capital Essential Asset Operating Partnership II, L.P. (the "Operating Partnership"), entered into an amendment (the "Increase Agreement") to the Credit Agreement dated as of December 12, 2014, and as amended by the First Amendment to Credit Agreement dated as of May 27, 2015 (as amended, the "Credit Agreement"), with KeyBank, National Association ("KeyBank") as administrative agent; Bank of America, N.A., SunTrust Bank, Capital One, National Association ("Capital One"), and Wells Fargo Bank, National Association, as co-syndication agents; and KeyBanc Capital Markets, Merrill Lynch, Pierce, Fenner and Smith Incorporated, SunTrust Robinson Humphrey, Inc., Capital One, and Wells Fargo Securities, LLC as joint lead arrangers and joint bookrunners to exercise its right under the Credit Agreement to increase the total commitments, as previously increased in August 2015, from $410 million to $550 million. In connection with the Increase Agreement, the Registrant, through the Operating Partnership, also entered into a Joinder Agreement with KeyBank and U.S. Bank National Association ("U.S. Bank"), for the admission of U.S. Bank as a lender with a commitment of $50 million under the Credit Agreement (the "Joinder Agreement"). With the admission of U.S. Bank, JP Morgan Chase Bank, N.A. terminated its commitment under the Credit Agreement and no longer serves as a lender, syndication agent, joint bookrunner, or joint lead arranger under the Credit Agreement. The information in this Item 1.01 description and Item 2.03 below is qualified in its entirety by reference to the terms of the Increase Agreement and the Joinder Agreement, which are attached as Exhibits 10.1 and 10.2 hereto.
Item 2.03.
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information reported in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01    Exhibits
(d)     Exhibits.
10.1
Increase Agreement between Griffin Capital Essential Asset Operating Partnership II, L.P., KeyBank, National Association, Bank of America, N.A., SunTrust Bank, Capital One, National Association, JPMorgan Chase Bank, N.A., and Wells Fargo Bank, National Association
10.2
Joinder Agreement between Griffin Capital Essential Asset Operating Partnership II, L.P., KeyBank, National Association, and U.S. Bank National Association





Signature(s)
 
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.

 
 
Griffin Capital Essential Asset REIT II, Inc.
 
 
 
Date: November 29, 2016
By:
/s/ Howard S. Hirsch
 
 
Howard S. Hirsch
 
 
Vice President and Secretary





EXHIBIT 10.1

INCREASE AGREEMENT
This Increase Agreement (this “Agreement”) is made as of November 22, 2016, by and among GRIFFIN CAPITAL ESSENTIAL ASSET OPERATING PARTNERSHIP II, L.P. , a Delaware limited partnership (the “Borrower”), KEYBANK, NATIONAL ASSOCIATION , as a Lender (“KeyBank”), BANK OF AMERICA, N.A. , as a Lender (“Bank of America”), SUNTRUST BANK , as a Lender (“SunTrust”), CAPITAL ONE, NATIONAL ASSOCIATION , as a Lender (“Capital One”), JPMORGAN CHASE BANK, N.A. , as a Lender (“JPMorgan”), WELLS FARGO BANK, NATIONAL ASSOCIATION , as a Lender (“Wells”) and KEYBANK, NATIONAL ASSOCIATION , as Administrative Agent (the “Administrative Agent”).

W I T N E S S E T H:

WHEREAS, the Borrower, the Administrative Agent and the Lenders have entered into that certain Credit Agreement dated as of December 12, 2014, as amended by that certain First Amendment to Credit Agreement dated as of May 27, 2015, with respect to certain financial accommodations to be provided by the Administrative Agent and the Lenders to the Borrower (as amended, the “Credit Agreement”; unless otherwise defined herein, capitalized terms utilized herein which are defined in the Credit Agreement shall have the same meaning herein);

WHEREAS, the Borrower has requested that the aggregate amount of the Commitments evidenced by the Credit Agreement be increased to $550,000,000.00 pursuant to an exercise of its accordion rights as provided in Section 2.08(d) of the Credit Agreement, and (a) each of KeyBank, Bank of America, Capital One, SunTrust and Wells has agreed to increase its Commitment as provided herein and (b) U.S. Bank National Association has agreed to become a Lender pursuant to a certain Joinder Agreement executed simultaneously herewith.

WHEREAS, in connection with the increase of the aggregate Commitments evidenced by the Credit Agreement, JPMorgan is terminating and reducing to zero ($0.00) the amount of its Commitment.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed by and among the Borrower, the Administrative Agent, KeyBank, JPMorgan, Bank of America, Capital One, SunTrust and Wells, as follows:

1. Effective upon the date hereof, the Total Commitment of the Lenders under the Credit Agreement is hereby increased to Five Hundred Fifty Million Dollars ($550,000,000.00). In connection therewith, (a) KeyBank, in its capacity as a Lender, hereby increases its Commitment to $85,000,000.00, (b) Bank of America, in its capacity as Lender, hereby increases its Commitment to $85,000,000.00, (c) Capital One, in its capacity as Lender, hereby increases its Commitment to $85,000,000.00, (d) SunTrust, in its capacity as Lender, hereby increases its Commitment to $85,000,000.00, and (e) Wells, in its capacity as Lender, hereby increases its Commitment to $85,000,000.00.

2. Schedule 2.01 of the Credit Agreement is hereby deleted in its entirety and shall be replaced by Schedule 2.01 annexed hereto.

3. Effective upon the date hereof, and as evidenced by JPMorgan’s signature hereto, the Commitment of JPMorgan is hereby terminated and reduced to $0.00. Effective as of the date hereof, JPMorgan shall no longer be deemed to be a party to the Credit Agreement or a Lender, Syndication Agent, Joint Bookrunner or Joint Lead Arranger for any purposes under the Credit Agreement or the other Loan Documents, and shall not have any of the rights or obligations of a Lender, Syndication Agent, Joint Bookrunner or Joint Lead Arranger thereunder.

4. Effective upon the date hereof, Bank of America, SunTrust, Capital One and Wells are hereby designated as Co-Syndication Agents under the Credit Agreement. Effective upon of the date hereof, KeyBanc Capital Markets, Merrill Lynch, Pierce, Fenner and Smith Incorporated, SunTrust Robinson Humphrey, Inc., Capital One, and Wells Fargo Securities, LLC are hereby designated as Joint Lead Arrangers and Joint Bookrunners under the Credit Agreement.

5. The provision of Section 2.08(d) of the Credit Agreement requiring that the amount of any increase in the Total Commitments be in increments of not less than Fifty Million Dollars ($50,000,000) in excess of One Hundred Million Dollars ($100,000,000) is hereby waived solely in connection with the increase of the Total Commitments set forth in this Agreement.

1


6. The parties hereto acknowledge and agree that all of the terms and conditions of the Loan Documents shall remain in full force and effect, except as expressly provided in this Agreement or in any other document executed in connection with this Agreement.

7. Borrower hereby ratifies, confirms and reaffirms all of the terms and conditions of the Loan Documents, and that the obligations of Borrower under the Loan Documents, as amended as provided for herein, are evidenced by the Loan Documents.

8. Borrower acknowledges, confirms and agrees that to Borrower’s actual knowledge, Borrower does not have any offsets, defenses, claims or counterclaims against Administrative Agent and/or the Lenders with respect to any of Borrower's liabilities and obligations to Administrative Agent and the Lenders.

9. The execution of this Agreement and acceptance of any documents related hereto shall not be deemed to be a waiver of any breach, Default or Event of Default under the Loan Documents, whether or not known to Administrative Agent or the Lenders and whether or not existing on the date of this Agreement.

10. This Agreement, and all other documents, instruments and agreements relating thereto, as same may be amended hereby, constitute the legal, valid and binding obligations of Borrower, enforceable in accordance with their respective terms, except as such may be limited by the application of bankruptcy, moratorium, reorganization and other laws affecting the rights of creditors generally or by general equitable principles.

11. Borrower warrants and represents that Borrower has consulted with independent legal counsel of Borrower's selection in connection with this Agreement and is not relying on any representations or warranties of Administrative Agent and/or Lenders or its counsel in entering into this Agreement.

12.
This Agreement shall constitute a Loan Document.

13. Any determination that any provision of this Agreement or any application hereof is invalid, illegal or unenforceable in any respect and in any instance shall not affect the validity, legality, or enforceability of such provision in any other instance, or the validity, legality or enforceability of any other provisions of this Agreement.

14. This Agreement shall be binding upon Borrower, Administrative Agent, KeyBank, JPMorgan, Bank of America, Capital One, SunTrust and Wells and their respective successors and assigns and shall inure to the benefit of Borrower, Administrative Agent, KeyBank, JPMorgan, Bank of America, Capital One, SunTrust and Wells and their respective successors and assigns.

15. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts made and performed in such State (without regard to principles of conflict laws) and any applicable law of the United States of America.

16. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or other electronic imaging transmission (e.g. pdf by email) shall be effective as delivery of a manually executed counterpart of this Agreement. Said counterparts shall constitute but one and the same instrument and shall be binding upon each of the undersigned individually as fully and completely as if all had signed but one instrument and shall be unaffected by the failure of any of the undersigned to execute any or all of said counterparts.

[REMAINDER OF PAGE INTENTIONALLY BLANK]



2


IN WITNESS WHEREOF , the parties hereto have caused this Increase Agreement to be executed by their authorized officers as of the day and year first above written.
BORROWER:
 
GRIFFIN CAPITAL ESSENTIAL ASSET OPERATING PARTNERSHIP II, L.P., a Delaware limited partnership
 
By:
GRIFFIN CAPITAL ESSENTIAL ASSET REIT II, INC., a Maryland corporation, its General Partner
 
 
 
 
 
 
By:
/s/ Javier F. Bitar
 
 
Name:
Javier F. Bitar
 
 
Title:
Chief Financial Officer and Treasurer

Signature Page to Increase Agreement


KEYBANK, NATIONAL ASSOCIATION, as Administrative Agent and Lender
 
 
 
By:
/s/ Christopher T. Neil
 
 
Name:
Christopher T. Neil
 
 
Title:
Vice President





Signature Page to Increase Agreement



CAPITAL ONE, NATIONAL ASSOCIATION
 
 
 
By:
/s/ Ashish Tandon
 
 
Name:
Ashish Tandon
 
 
Title:
Vice President


Signature Page to Increase Agreement


SUNTRUST BANK
 
 
 
By:
/s/ Ryan Almond
 
 
Name:
Ryan Almond
 
 
Title:
Group Vice President




Signature Page to Increase Agreement


BANK OF AMERICA, N.A.
 
 
 
By:
/s/ Dennis Kwan
 
 
Name:
Dennis Kwan
 
 
Title:
Vice President


Signature Page to Increase Agreement



JPMORGAN CHASE BANK, N.A.
 
 
 
By:
/s/ Mindy R. Ginsburg
 
 
Name:
Mindy R. Ginsburg
 
 
Title:
Authorized Officer

Signature Page to Increase Agreement



WELLS FARGO BANK, NATIONAL ASSOCIATION
 
 
 
By:
/s/ Ricky Nahal
 
 
Name:
Ricky Nahal
 
 
Title:
Vice President







Signature Page to Increase Agreement


Schedule  2.01

Name
Revolving Commitment
Revolving Loan Applicable Percentage/Term Loan Applicable Percentage/Applicable Percentage

KeyBank, National Association
$
85,000,000.00

15.4545454546
%
Capital One, National Association
$
85,000,000.00

15.4545454546
%
Bank of America, N.A.
$
85,000,000.00

15.4545454546
%
SunTrust Bank
$
85,000,000.00

15.4545454546
%
Wells Fargo Bank, National Association
$
85,000,000.00

15.4545454546
%
Fifth Third Bank
$
50,000,000.00

9.0909090909
%
U.S. Bank National Association
$
50,000,000.00

9.0909090909
%
Associated Bank
$
25,000,000.00

4.5454545455
%
 
 
 
TOTAL
$
550,000,000.00

100.0000000000
%


Schedule 2.01



GUARANTOR CONFIRMATION

Each of the under s ign e d h ereby acknow l e dg es and consents to th e forego in g Incr ease Ag re e men t and acknow l edges and agrees that it r e mains obligated fo r all obligations a nd liabilities of th e Borrower to the Administrative Agent and the Lenders und er the Credit Agreement as provided fo r und e r th e re s pecti ve Guaranty provided b y th e under s i g ned date d D ecem b e r 12, 201 4 , in cluding, without limit ation, r e paym e nt of th e prin c ip a l s um of Five Hundred Fifty Mill i on and 00/100 Dollar s ($550 , 000 , 000.00) (subject to in crease to an ag gregate principal s um of up t o On e Billion T wo Hundred F ift y Mi llion and 00 / 10 0 Dollars ($1 , 250 , 000 , 000.00 ) in acco rd a nc e w ith Section 2.08 of the C redit Agree m ent) or so much ther eof a s ma y be due an d owing und e r any No te or any of the other Loan Docum e nt s , t oget h e r w ith int eres t and any ot h e r s um s p aya bl e under any No te or any of the oth e r Loan Document s .


GRIFFIN CAPITAL ESSENTIAL ASSET REIT II, INC., a Maryland corporation
 
 
 
By:
/s/ Javier F. Bitar
 
 
 
Javier F. Bitar
 
 
 
Chief Financial Officer and Treasurer

GRIFFI N (HAM PTO N 300 ) ESSENTIAL ASSET REIT II, LLC
GRIFFIN (HAMPTON 500) ESSENTIAL ASSET RE I T II , LLC
GRIFFIN (PARSIPPANY 14 ) ESSENTIAL ASSET REIT II , LLC
GRIF F I N (G ROVEPORT) ESSENTIAL ASSET REIT II , LLC
GRIFFIN (ANDOVER) ESSENTIAL ASSET REIT II , LLC
GRIFFIN (WEST JEFF ERS O N) ESSENTIAL ASSET RE IT II , LL C
GRIFFIN (TUCS ON) E SS EN TIAL ASSET REIT II , LL C
GRIFFI N (SIMI VALLEY AME RI CAN) ESSENTIAL ASSET REIT II , LL C
GRIFFIN (SIMI VALLEY T APO) ESSEN TIAL ASSE T REIT II , LLC
GRIFFIN (AUBURN HILLS) ESSENT I AL ASSET REIT II , LL C
GRIFFIN ( DURH AM) ESSENTIAL A SS E T REIT II , LL C

By:
GRIFFIN CAPITAL ESSENTIAL ASSET OPERATING PARTNERSHIP II, L.P., a Delaware limited partnership
 
By:
GRIFFIN CAPITAL ESSENTIAL ASSET REIT II, INC., a Maryland corporation, its General Partner
 
 
 
By:
/s/ Javier F. Bitar
 
 
 
Name:
Javier F. Bitar
 
 
 
Title:
Chief Financial Officer and Treasurer

GRIFFIN (SAN JOSE) ESSENTIAL ASSET REIT II , LLC
GRIFFIN (HILLSBORO) ESSENTIAL ASSET REIT II , LLC
GRIFFIN (LINCOLNSHIRE) ESSENTIAL ASSET REIT II, LLC
GRIFFIN (NORTH CHARLESTON) ES S EN TIAL ASSET REIT II , LLC
GRIFFIN (LAS VEGAS BUFFALO) ESSENTIAL ASSET REIT II , LLC

By:
GRIFFIN CAPITAL ESSENTIAL ASSET OPERATING PARTNERSHIP II, L.P., a Delaware limited partnership
 
By:
GRIFFIN CAPITAL ESSENTIAL ASSET REIT II, INC., a Maryland corporation, its General Partner
 
 
 
By:
/s/ Javier F. Bitar
 
 
 
Name:
Javier F. Bitar
 
 
 
Title:
Chief Financial Officer and Treasurer

Guarantor Confirmation
EXHIBIT 10.2

JOINDER AGREEMENT

This JOINDER AGREEMENT is made and entered into as of November 22, 2016, by and among GRIFFIN CAPITAL ESSENTIAL ASSET OPERATING PARTNERSHIP II, L.P , as Borrower (“ Borrower ”), KEYBANK, NATIONAL ASSOCIATION , as Administrative Agent for the Lenders (in such capacity, “ Administrative Agent ”) and the Subsequent Lender (as defined below).

A. Pursuant to that certain Credit Agreement dated as of December 12, 2014 by and among the Borrower, the financial institutions parties thereto, as lenders (collectively, the “ Lenders ”), and Administrative Agent, as amended by that certain First Amendment to Credit Agreement dated as of May 27, 2015 (as amended, the “ Credit Agreement ”), the Lenders have provided the Borrower with a revolving credit facility;

B. The Borrower has requested an increase in the aggregate Commitments of the Lenders to $550,000,000.00 (the “ Facility Increase ”), to be effected by, among other things, the admission of U.S. BANK NATIONAL ASSOCIATION (the “ Subsequent Lender ”) as a Lender under the Credit Agreement with a Commitment of $50,000,000.00. Such Facility Increase shall be effective on or about the Effective Date (as defined below).

NOW, THEREFORE , in consideration of the mutual promises herein contained, and for other valuable consideration, the receipt and sufficiency of which are acknowledged, the parties hereto agree as follows:

1. DEFINED TERMS; REFERENCES . Unless otherwise specifically defined herein, each term used herein that is defined in the Credit Agreement shall have the meaning assigned to such term in the Credit Agreement. As used herein, the term “ Effective Date ” shall mean the date on which the conditions set forth in Section 4 hereof shall have been satisfied

2. JOINDER OF SUBSEQUENT LENDER . The Subsequent Lender hereby (a) acknowledges, agrees and confirms that, by its execution of this Joinder Agreement, it will be deemed to be a party to the Credit Agreement and a Lender for all purposes of the Credit Agreement and the other Loan Documents, and shall have all of the rights and obligations of a Lender thereunder as if it had executed the Credit Agreement and the other Loan Documents; (b) ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Loan Documents applicable to a Lender;
(c) confirms that it has received a copy of the Credit Agreement and the other Loan Documents, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to become a Lender under the Credit Agreement; (d) confirms that all approvals and authorizations required to permit the execution, delivery, performance and consummation by the Subsequent Lender of this Joinder Agreement, and the performance by the Subsequent Lender as a Lender under the Credit Agreement, have been obtained; (e) represents and warrants that, upon the Effective Date, each of the Credit Agreement and the Loan Documents will constitute the Subsequent Lender’s duly authorized, legal, valid, binding and enforceable obligation; (f) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any other Loan Document; (g) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof together with such powers as are reasonably incidental thereto; and (h) if the Subsequent Lender is organized under the laws of a jurisdiction outside the United States, has delivered to the Administrative Agent completed and signed copies of any forms that may be required by the United States Internal Revenue Service in order to certify the Subsequent Lender’s exemption from United States withholding taxes with respect to any payments or distributions made or to be made to it in respect of the Loans or under the Credit Agreement or such other documents as are necessary to indicate that all such payments or distributions are subject to such taxes at a rate reduced by an applicable tax treaty. As of the Effective Date, the Subsequent Lender shall be a party to the Credit Agreement and the other Loan Documents and, to the extent provided in this Section 2 , shall have the rights and obligations of a Lender thereunder. From and after the Effective Date, the Administrative Agent shall, to the extent received from the Borrowers, make all payments under the Credit Agreement in respect of the interest of the Subsequent Lender acquired pursuant to this Section 2 (including, without limitation, all payments of principal and interest with respect thereto) to the Subsequent Lender as a Lender under the Credit Agreement.

3. SUBSTITUTION OF LENDER COMMITMENTS SCHEDULE . The Credit Agreement is hereby deemed amended to reflect the increase in the Commitments evidenced hereby and the addition of the Subsequent Lender as a Lender under the Credit Agreement, and Schedule 2.01 attached hereto is hereby substituted in lieu of the pre-existing Schedule 2.01 to the Credit Agreement, to reflect the joinder of the Subsequent Lender.

1


4. EFFECTIVENESS OF JOINDER . The effectiveness of this Joinder Agreement and the transactions contemplated hereunder is subject to receipt by Administrative Agent of the following documents:

a. Joinder Agreement . This Joinder Agreement, duly executed and delivered by the Borrowers, Administrative Agent and the Subsequent Lender;

b. Note . A duly executed Note payable to the order of Subsequent Lender; and

c. Miscellaneous . Delivery of such other information and documents as may reasonably be required by Administrative Agent and its counsel.

5. REPRESENTATIONS AND WARRANTIES . Each Borrower hereby represents and warrants to Lenders that:

a. Due Authorization and Enforceability . Each Borrower has the authority to execute this Joinder Agreement, this Joinder Agreement has been duly authorized, executed and delivered by such Borrower, and this Joinder Agreement constitutes the legal, valid and binding obligation of such Borrower, enforceable against such Borrower in accordance with its terms.

b. Representations and Warranties in Credit Agreement . The representations and warranties contained in Article III of the Credit Agreement are true and correct in all material respects on and as of the date hereof, with the same force and effect as if made on and as of the date hereof (except for any representations and warranties that expressly refer to another date, which shall be true and correct in all material respects as of such date).

c. No Event of Default . No Event of Default or Default under the Credit Agreement has occurred and is continuing on the date hereof.

6. MISCELLANEOUS.

a. Limitation on Agreements . The agreements set forth herein are limited precisely as written and shall not be deemed: (i) to be a consent under or waiver of any term or condition in the Credit Agreement or any of the other Loan Documents; or (ii) to prejudice any right or rights which Administrative Agent and Lenders now have or may have in the future under, or in connection with the Credit Agreement, the Notes, the other Loan Documents or any of the other documents referred to herein or therein. From and after the date of this Joinder Agreement, all references in the Loan Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement after giving effect to this Joinder Agreement, each reference to “Lender” shall include the Subsequent Lender, and each reference to “hereof,” “hereunder,” “herein” or “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Credit Agreement shall from and after the date hereof refer to the Credit Agreement as supplemented by this Joinder Agreement.

b. Ratification . Each Borrower hereby ratifies, confirms and agrees that, following the effectiveness of this Joinder Agreement: (i) the Credit Agreement, the Notes and the other Loan Documents shall remain in full force and effect; and (ii) the Notes shall continue to evidence and secure, in the manner and to the extent provided therein, the performance of the Obligations of the Borrowers under the Credit Agreement.

c. Counterparts . This Joinder Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute but one contract. Delivery of an executed counterpart of a signature page to this Joinder Agreement by telecopier, electronic mail or other electronic delivery shall be effective as delivery of a manually executed counterpart of this Joinder Agreement.

d. GOVERNING LAW. THIS JOINDER AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

REMAINDER OF PAGE INTENTIONALLY BLANK;
SIGNATURE PAGES FOLLOW.


2



IN WITNESS WHEREOF , the parties hereto have caused this Joinder Agreement to be duly executed as of the day and year first above written.
BORROWER:
 
GRIFFIN CAPITAL ESSENTIAL ASSET OPERATING PARTNERSHIP II, L.P., a Delaware limited partnership
 
By:
GRIFFIN CAPITAL ESSENTIAL ASSET REIT II, INC., a Maryland corporation, its General Partner
 
 
 
 
 
 
By:
/s/ Javier F. Bitar
 
 
Name:
Javier F. Bitar
 
 
Title:
Chief Financial Officer

Signature Page to Joinder Agreement



ADMINISTRATIVE AGENT:
 
KEYBANK, NATIONAL ASSOCIATION as Administrative Agent on behalf of Lenders
 
 
 
By:
/s/ Christopher T. Neil
 
 
Name:
Christopher T. Neil
 
 
Title:
Vice President





Signature Page to Joinder Agreement



SUBSEQUENT LENDER:
 
U.S. BANK NATIONAL ASSOCIATION, as Subsequent Lender
 
 
 
By:
/s/ Brian Bergfield
 
 
Name:
Brian Bergfield
 
 
Title:
Vice President


Signature Page to Joinder Agreement



Schedule 2.01
LENDER COMMITMENTS

Name
Commitment

Applicable Percentage

KeyBank, National Association
$
85,000,000.00

15.4545454546
%
Capital One, National Association
$
85,000,000.00

15.4545454546
%
Bank of America, N.A.
$
85,000,000.00

15.4545454546
%
SunTrust Bank
$
85,000,000.00

15.4545454546
%
Wells Fargo Bank, National Association
$
85,000,000.00

15.4545454546
%
Fifth Third Bank
$
50,000,000.00

9.0909090909
%
U.S. Bank National Association
$
50,000,000.00

9.0909090909
%
Associated Bank
$
25,000,000.00

4.5454545455
%
 
 
 
TOTAL
$
550,000,000.00

100.0000000000
%







Schedule 2.01



GUARANTOR CONFIRMATION

Eac h o f th e und e r s i g n e d h e r e b y ac kn ow l edges a nd co n se nt s to t he fo r ego in g Jo ind e r Ag r ee m e n t a nd ack n ow l e d ges an d ag r ees t h a t it r e m a in s o b l i ga t e d fo r a ll o bli gat ion s a nd li a bili t i es of th e Bo rro we r t o the A dmini s t rat i ve Age nt a nd th e Le n de r s un de r th e C r e dit Ag r ee m e nt as p rov id ed fo r und e r t h e r espec ti ve G u ara n ty prov id ed b y th e un de r s i g n e d date d D ece mb e r 1 2, 2 01 4 , includin g , w ith o u t limit a t io n , r e p ay m e n t of th e p rin c ip a l s um o f Fi ve Hund red F i fty M illi o n an d 0 0 / 100 Do ll a r s ($550 , 000 , 000 . 00) ( s u b j ec t t o in c r ease t o a n agg r ega t e princi pa l s um of up to On e B illion Two Hundr ed F i fty M illi o n a nd 0 0 / 100 D o ll ars ($ 1 , 25 0 , 00 0 , 00 0 .0 0) in acco rd a n ce w ith Sec ti o n 2 . 08 o f th e Cre dit Agree m e nt ) o r so mu c h th e r eof as m ay b e du e a nd ow in g und er any No t e o r a n y of th e ot h e r Loa n D oc um e n ts, t oge th e r w ith int erest and a n y ot h er s u ms p aya bl e und e r an y No t e or a n y o f th e o th e r Loa n D oc um e nt s .

GRIFFIN CAPITAL ESSENTIAL ASSET REIT II, INC., a Maryland corporation
 
 
 
By:
/s/ Javier F. Bitar
 
 
 
Javier F. Bitar
 
 
 
Chief Financial Officer and Treasurer

GRIFFI N (HAM PTO N 300 ) ESSENTIAL ASSET REIT II, LLC
GRIFFIN (HAMPTON 500) ESSENTIAL ASSET RE I T II , LLC
GRIFFIN (PARSIPPANY 14 ) ESSENTIAL ASSET REIT II , LLC
GRIF F I N (G ROVEPORT) ESSENTIAL ASSET REIT II , LLC
GRIFFIN (ANDOVER) ESSENTIAL ASSET REIT II , LLC
GRIFFIN (WEST JEFF ERS O N) ESSENTIAL ASSET RE IT II , LL C
GRIFFIN (TUCS ON) E SS EN TIAL ASSET REIT II , LL C
GRIFFI N (SIMI VALLEY AME RI CAN) ESSENTIAL ASSET REIT II , LL C
GRIFFIN (SIMI VALLEY T APO) ESSEN TIAL ASSE T REIT II , LLC
GRIFFIN (AUBURN HILLS) ESSENT I AL ASSET REIT II , LL C
GRIFFIN ( DURH AM) ESSENTIAL A SS E T REIT II , LL C

By:
GRIFFIN CAPITAL ESSENTIAL ASSET OPERATING PARTNERSHIP II, L.P., a Delaware limited partnership
 
By:
GRIFFIN CAPITAL ESSENTIAL ASSET REIT II, INC., a Maryland corporation, its General Partner
 
 
 
By:
/s/ Javier F. Bitar
 
 
 
Name:
Javier F. Bitar
 
 
 
Title:
Chief Financial Officer and Treasurer

GRIFFIN (SAN JOSE) ESSENTIAL ASSET REIT II , LLC
GRIFFIN (HILLSBORO) ESSENTIAL ASSET REIT II , LLC
GRIFFIN (LINCOLNSHIRE) ESSENTIAL ASSET REIT II, LLC
GRIFFIN (NORTH CHARLESTON) ES S EN TIAL ASSET REIT II , LLC
GRIFFIN (LAS VEGAS BUFFALO) ESSENTIAL ASSET REIT II , LLC

By:
GRIFFIN CAPITAL ESSENTIAL ASSET OPERATING PARTNERSHIP II, L.P., a Delaware limited partnership
 
By:
GRIFFIN CAPITAL ESSENTIAL ASSET REIT II, INC., a Maryland corporation, its General Partner
 
 
 
By:
/s/ Javier F. Bitar
 
 
 
Name:
Javier F. Bitar
 
 
 
Title:
Chief Financial Officer and Treasurer


Guarantor Confirmation