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.
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.
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12.
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This Agreement shall constitute a Loan Document.
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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]
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.
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BORROWER:
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GRIFFIN CAPITAL ESSENTIAL ASSET OPERATING PARTNERSHIP II, L.P., a Delaware limited partnership
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By:
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GRIFFIN CAPITAL ESSENTIAL ASSET REIT II, INC., a Maryland corporation, its General Partner
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By:
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/s/ Javier F. Bitar
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Name:
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Javier F. Bitar
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Title:
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Chief Financial Officer and Treasurer
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Signature Page to Increase Agreement
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KEYBANK, NATIONAL ASSOCIATION, as Administrative Agent and Lender
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By:
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/s/ Christopher T. Neil
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Name:
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Christopher T. Neil
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Title:
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Vice President
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Signature Page to Increase Agreement
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CAPITAL ONE, NATIONAL ASSOCIATION
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By:
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/s/ Ashish Tandon
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Name:
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Ashish Tandon
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Title:
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Vice President
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Signature Page to Increase Agreement
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SUNTRUST BANK
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By:
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/s/ Ryan Almond
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Name:
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Ryan Almond
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Title:
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Group Vice President
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Signature Page to Increase Agreement
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BANK OF AMERICA, N.A.
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By:
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/s/ Dennis Kwan
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Name:
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Dennis Kwan
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Title:
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Vice President
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Signature Page to Increase Agreement
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JPMORGAN CHASE BANK, N.A.
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By:
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/s/ Mindy R. Ginsburg
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Name:
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Mindy R. Ginsburg
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Title:
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Authorized Officer
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Signature Page to Increase Agreement
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WELLS FARGO BANK, NATIONAL ASSOCIATION
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By:
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/s/ Ricky Nahal
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Name:
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Ricky Nahal
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Title:
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Vice President
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Signature Page to Increase Agreement
Schedule 2.01
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Name
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Revolving Commitment
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Revolving Loan Applicable Percentage/Term Loan Applicable Percentage/Applicable Percentage
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KeyBank, National Association
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$
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85,000,000.00
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15.4545454546
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%
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Capital One, National Association
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$
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85,000,000.00
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15.4545454546
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%
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Bank of America, N.A.
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$
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85,000,000.00
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15.4545454546
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%
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SunTrust Bank
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$
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85,000,000.00
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15.4545454546
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%
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Wells Fargo Bank, National Association
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$
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85,000,000.00
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15.4545454546
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%
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Fifth Third Bank
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$
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50,000,000.00
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9.0909090909
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%
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U.S. Bank National Association
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$
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50,000,000.00
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9.0909090909
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%
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Associated Bank
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$
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25,000,000.00
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4.5454545455
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%
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TOTAL
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$
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550,000,000.00
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100.0000000000
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%
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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
.
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GRIFFIN CAPITAL ESSENTIAL ASSET REIT II, INC., a Maryland corporation
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By:
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/s/ Javier F. Bitar
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Javier F. Bitar
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Chief Financial Officer and Treasurer
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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
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By:
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GRIFFIN CAPITAL ESSENTIAL ASSET OPERATING PARTNERSHIP II, L.P., a Delaware limited partnership
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By:
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GRIFFIN CAPITAL ESSENTIAL ASSET REIT II, INC., a Maryland corporation, its General Partner
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By:
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/s/ Javier F. Bitar
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Name:
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Javier F. Bitar
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Title:
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Chief Financial Officer and Treasurer
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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
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By:
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GRIFFIN CAPITAL ESSENTIAL ASSET OPERATING PARTNERSHIP II, L.P., a Delaware limited partnership
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By:
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GRIFFIN CAPITAL ESSENTIAL ASSET REIT II, INC., a Maryland corporation, its General Partner
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By:
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/s/ Javier F. Bitar
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Name:
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Javier F. Bitar
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Title:
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Chief Financial Officer and Treasurer
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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.
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.
IN WITNESS WHEREOF
, the parties hereto have caused this Joinder Agreement to be duly executed as of the day and year first above written.
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BORROWER:
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GRIFFIN CAPITAL ESSENTIAL ASSET OPERATING PARTNERSHIP II, L.P., a Delaware limited partnership
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By:
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GRIFFIN CAPITAL ESSENTIAL ASSET REIT II, INC., a Maryland corporation, its General Partner
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By:
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/s/ Javier F. Bitar
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Name:
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Javier F. Bitar
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Title:
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Chief Financial Officer
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Signature Page to Joinder Agreement
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ADMINISTRATIVE AGENT:
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KEYBANK, NATIONAL ASSOCIATION as Administrative Agent on behalf of Lenders
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By:
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/s/ Christopher T. Neil
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Name:
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Christopher T. Neil
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Title:
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Vice President
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Signature Page to Joinder Agreement
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SUBSEQUENT LENDER:
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U.S. BANK NATIONAL ASSOCIATION, as Subsequent Lender
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By:
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/s/ Brian Bergfield
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Name:
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Brian Bergfield
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Title:
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Vice President
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Signature Page to Joinder Agreement
Schedule 2.01
LENDER COMMITMENTS
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Name
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Commitment
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Applicable Percentage
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KeyBank, National Association
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$
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85,000,000.00
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15.4545454546
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%
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Capital One, National Association
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$
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85,000,000.00
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15.4545454546
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%
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Bank of America, N.A.
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$
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85,000,000.00
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15.4545454546
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%
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SunTrust Bank
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$
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85,000,000.00
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15.4545454546
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%
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Wells Fargo Bank, National Association
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$
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85,000,000.00
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15.4545454546
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%
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Fifth Third Bank
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$
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50,000,000.00
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9.0909090909
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%
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U.S. Bank National Association
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$
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50,000,000.00
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9.0909090909
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%
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Associated Bank
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$
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25,000,000.00
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4.5454545455
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%
|
|
|
|
TOTAL
|
$
|
550,000,000.00
|
|
100.0000000000
|
%
|
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
|