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):  July 14, 2021

Griffin Realty Trust, Inc.
(Exact name of registrant as specified in its charter)
 
Commission File Number:  000-55605
 
Maryland    46-4654479
(State or other jurisdiction of incorporation)
  
(IRS Employer Identification No.)
 
1520 E. Grand Avenue, El Segundo, CA 90245
(Address of principal executive offices, including zip code)
 
(310) 606-3200
(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))

Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
____________________ _________________ ____________________
None None None

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

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


Item 1.01.    Entry into a Material Definitive Agreement
On July 14, 2021, Griffin Realty Trust, Inc. (the "Registrant"), through GRT OP, L.P. (the "Operating Partnership"), as borrower, certain subsidiaries of the Operating Partnership party thereto as guarantors, various lending institutions and KeyBank National Association, as administrative agent, entered into the Third Amendment (the "Third Amendment") to that certain Second Amended and Restated Credit Agreement dated as of April 30, 2019, as amended by that certain First Amendment to Second Amended and Restated Credit Agreement dated as of October 1, 2020 and the Second Amendment to Second Amended and Restated Credit Agreement dated as of December 18, 2020 (collectively, the "Existing Credit Agreement"; and the Existing Credit Agreement as amended by the Third Amendment, the "Amended Credit Agreement").
Pursuant to the Existing Credit Agreement, the Operating Partnership was provided with, among other revolving and term loan credit facilities, a $150 million senior unsecured term loan that matures on April 30, 2026 (the "2026 Term Loan"). The Third Amendment amended the Existing Credit Agreement to decrease the applicable interest rate margin for the 2026 Term Loan. After giving effect to the Third Amendment, the 2026 Term Loan will accrue interest, at the Operating Partnership’s election, at a per annum rate equal to either (i) the London Interbank Offering Rate ("LIBOR") plus an applicable margin ranging from 1.25% to 2.15% or (ii) a base rate plus an applicable margin ranging from 0.25% to 1.15%, in each case such applicable margin to be based on the Registrant’s consolidated leverage ratio. Under the Existing Credit Agreement, the applicable margin for LIBOR based loans was 1.65% to 2.50% and for base rate loans was 0.65% to 1.50%, in each case based on the Registrant’s consolidated leverage ratio. All other terms of the Existing Credit Agreement are unchanged. No new term loan borrowings were incurred under the Third Amendment.
In connection with the Existing Credit Agreement, the Registrant and certain direct and indirect subsidiaries of the Operating Partnership (the "Guarantor Subsidiaries") were required to guaranty the obligations of the Operating Partnership, as borrower, under the Existing Credit Agreement (the "Existing Guaranty"). In connection with the Third Amendment, the Registrant and the Guarantor Subsidiaries were required to reaffirm and confirm their respective obligations under the Existing Guaranty.
The foregoing summary is qualified in its entirety by reference to the terms of the Third Amendment, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 8.01.    Other Events
June 30, 2021 Net Asset Value Per Share
The Registrant’s board of directors (the "Board"), including a majority of its independent directors, has adopted valuation procedures, as amended from time to time, that contain a comprehensive set of methodologies to be used in connection with the calculation of the Registrant's net asset value ("NAV"). The Registrant's updated estimates of its NAV per share, which are published on a quarterly basis, are posted on the Registrant's website at www.grtreit.com. Please see the Registrant's valuation procedures filed with the Registrant's most recent Annual Report on Form 10-K and the Registrant's subsequent Quarterly Reports and Current Reports, which were filed with the Securities and Exchange Commission (the "SEC") and are available on the SEC's website at www.sec.gov, for a more detailed description of the Registrant's valuation procedures. The Registrant's NAV is calculated for the Registrant's Class T shares, Class S shares, Class D shares, Class I shares, Class A shares, Class AA shares, Class AAA shares and Class E shares by the Registrant's NAV Accountant, ALPS Fund Services, Inc., a third-party firm approved by the Board, including a majority of its independent directors.
Set forth below are the components of the Registrant's daily NAV as of June 30, 2021 and March 31, 2021, calculated in accordance with the Registrant's valuation procedures (in thousands, except share and per share amounts):


June 30, 2021 March 31, 2021
Real Estate Asset Fair Value $ 5,616,905  $ 5,627,947 
Investments in Unconsolidated Entities —  4,100 
Goodwill (Management Company Value) 230,000  230,000 
Interest Rate Swap (Unrealized Loss) (39,317) (39,823)
Perpetual Convertible Preferred Stock (125,000) (125,000)
Other Assets, net 96,635  60,948 
Total Debt at Fair Value (2,537,117) (2,535,135)
NAV $ 3,242,106  $ 3,223,037 
Total Shares and OP Units Outstanding 356,167,456  356,040,604 
NAV per share $ 9.10  $ 9.05 
The Registrant's independent valuation firm utilized the following approaches in calculating the Registrant's NAV in accordance with the Registrant's valuation procedures: (i) the discounted cash flow approach for 95 of the properties owned by the Registrant prior to the acquisition of the CCIT II Properties (as defined below), (ii) the allocated purchase price for each of the 26 properties in the Cole Office & Industrial REIT (CCIT II), Inc. portfolio ("CCIT II Properties") acquired in March 2021, and (iii) the sales comparison approach for the Lynwood land parcel.
The allocated purchase price of all of the CCIT II Properties, including transaction costs, was approximately $1.3 billion, which is included in Gross Real Estate Asset Value. Other Assets (Liabilities), net is higher primarily due to cash proceeds from the sale of two properties and income in excess of distributions during the quarter by the Registrant.
The following summarizes the range of cash flow discount rates and terminal capitalization rates for the 95 properties using the discounted cash flow approach:
Range Weighted Average
Cash Flow Discount Rate (discounted cash flow approach) 5.50% 10.25% 7.49%
Terminal Capitalization Rate (discounted cash flow approach) 4.75% 9.75% 6.71%
The following table sets forth the changes to the components of NAV for the Registrant and the reconciliation of NAV changes for each class of shares (dollars in thousands, except share and per share amounts):


Share Classes
Class T Class S Class D Class I Class E
IPO (1)
OP Units Total
NAV as of March 31, 2021 $ 5,142  $ 16  $ 379  $ 17,421  $ 2,256,086  $ 654,889  $ 289,104  $ 3,223,037 
Fund level changes to NAV
Unrealized gain on net assets 77  —  5  262  33,809  9,844  4,338  48,335 
Unrealized gain (loss) on interest rate swaps 1  —  (1) 3  355  103  45  506 
Dividend accrual (36) —  (4) (166) (21,591) (6,368) (2,778) (30,943)
Class specific changes to NAV
Stockholder servicing fees/distribution fees (13) —  —  —  —  —  —  (13)
NAV as of June 30, 2021 before share/unit sale/redemption activity $ 5,171  $ 16  $ 379  $ 17,520  $ 2,268,659  $ 658,468  $ 290,709  $ 3,240,922 
Unit sale/redemption activity- Dollars
Amount sold $ 22  $ —  $ 3  $ 45  $ 5,348  $ 2,760  $ —  $ 8,178 
Amount redeemed and to be paid —  —  —  —  (6,200) (794) —  (6,994)
NAV as of June 30, 2021 $ 5,193  $ 16  $ 382  $ 17,565  $ 2,267,807  $ 660,434  $ 290,709  $ 3,242,106 
Shares/units outstanding as of March 31, 2021 560,459  1,802  41,399  1,902,063  248,838,543  72,857,439  31,838,899  356,040,604 
Shares/units sold 2,393  —  310  4,937  591,611  308,101  —  907,352 
Shares/units redeemed —  —  —  —  (691,164) (89,336) —  (780,500)
Shares/units outstanding as of June 30, 2021 562,852  1,802  41,709  1,907,000  248,738,990  73,076,204  31,838,899  356,167,456 
NAV per share as of March 31, 2021 $ 9.17  $ 9.17  $ 9.16  $ 9.16  $ 9.07  $ 8.99 
Change in NAV per share/unit 0.06  0.05  0.05  0.05  0.05  0.05 
NAV per share as of June 30, 2021 $ 9.23  $ 9.22  $ 9.21  $ 9.21  $ 9.12  $ 9.04 

(1) IPO shares include Class A, Class AA, and Class AAA shares.

Item 9.01.    Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description


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 Realty Trust, Inc.
Date: July 16, 2021
By: /s/ Javier F. Bitar
Javier F. Bitar
Chief Financial Officer and Treasurer


EXHIBIT 10.1
THIRD AMENDMENT TO SECOND AMENDED AND RESTATED
CREDIT AGREEMENT
This Third Amendment to Second Amended and Restated Credit Agreement (this “Third Amendment”) is made as of this 14th day of July, 2021, by and among GRT OP, L.P., a Delaware limited partnership f/k/a 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 (“KeyBank”), the other lending institutions which are parties to this Third Amendment as “Lenders” (together with KeyBank, the “Lenders”) and KEYBANK NATIONAL ASSOCIATION, as Administrative Agent for the Lenders (the “Agent”). Unless otherwise defined herein, terms defined in the Credit Agreement set forth below shall have the same meaning herein.
W I T N E S S E T H:
WHEREAS, the Borrower, the Agent, the Lenders and other financial institutions party thereto have entered into that certain Second Amended and Restated Credit Agreement as of April 30, 2019, as amended by that certain First Amendment to Second Amended and Restated Credit Agreement dated as of October 1, 2020 and that certain Second Amendment to Second Amended and Restated Credit Agreement dated as of December 18, 2020 (collectively, the “Existing Credit Agreement”; and the Existing Credit Agreement as amended by this Third Amendment, the “Credit Agreement”); and
WHEREAS, the Borrower, the Agent and the Lenders have agreed to amend the Existing Credit Agreement as set forth herein.
NOW, THEREFORE, in consideration of the mutual promises and agreements herein contained, the parties hereto hereby agree as follows:
1.Amendment to Credit Agreement.
The definition of “Applicable Rate” set forth in the Existing Credit Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the definition of “Applicable Rate” from the Credit Agreement attached hereto as Annex A.
2.Representations and Warranties.
(a)    The Credit Parties hereby represent, warrant and covenant with Agent and Lenders that, as of the date hereof:
(i)    the representations and warranties of the Borrower and each other Credit Party contained in the Credit Agreement or any other
1


Loan Document are true, correct and complete in all material respects on and as of the date hereof, except to the extent such representations and warranties (i) relate solely to an earlier date (in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date) or (ii) have been modified to reflect events occurring after the Amendment Effective Date, as the same have been disclosed publicly or in writing to the Agent on or before the date hereof or are permitted or not prohibited under the Loan Documents;
(ii)    this Third Amendment constitutes the legal, valid and binding obligation of the Borrower and is enforceable against it in accordance with its terms, without defense, counterclaim or offset. Except as hereby specifically amended or modified, the Existing Credit Agreement and the other Loan Documents are hereby confirmed and ratified in all respects and shall be and remain in full force and effect according with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law;
(iii)    the execution of this Third Amendment shall not operate as a waiver of any right, power or remedy of the Agent or the Lenders, and shall not be deemed to be a novation of the Obligations of the Credit Parties; and
(iv)    no event has occurred and is continuing which constitutes a Default or an Event of Default.
3.Conditions to Effectiveness. This Third Amendment shall not be effective until the date (the “Amendment Effective Date”) on which each of the following conditions precedent has been fulfilled to the reasonable satisfaction of the Agent on or prior to the date of this Third Amendment:
(a)This Third Amendment shall have been duly executed and delivered by the Credit Parties, the Administrative Agent and the Lenders (which shall constitute all of the 2026 Term Lenders (as defined in the Credit Agreement)).
(b)All action on the part of the Credit Parties necessary for the valid execution, delivery and performance by the Credit Parties of this Third Amendment shall have been duly and effectively taken.
(c)After giving effect to this Third Amendment, no Default or Event of Default shall have occurred and be continuing.
2


4.Except as expressly amended hereby, the remaining terms and conditions of the Existing Credit Agreement shall continue in full force and effect. All future references to the “Credit Agreement” shall be deemed to be references to the Existing Credit Agreement as amended by this Third Amendment 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 Existing Credit Agreement as amended by this Third Amendment.
5.This Third Amendment shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto.
6.This Third Amendment, which may be executed in multiple counterparts, constitutes the entire agreement of the parties regarding the matters contained herein and shall not be modified by any prior oral or written discussions. Delivery of an executed counterpart of a signature page of this Third Amendment by telecopy or other electronic imaging transmission (e.g. PDF by email) shall be effective as delivery of a manually executed counterpart of this Third Amendment. The Credit Parties hereby ratify, confirm and reaffirm all of the terms and conditions of the Existing Credit Agreement, and each of the other Loan Documents, and further acknowledge and agree that all of the terms and conditions of the Existing Credit Agreement shall remain in full force and effect except as expressly provided in this Third Amendment. This Third Amendment constitutes a Loan Document for all purposes under the Credit Agreement.
7.Any determination that any provision of this Third Amendment 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 Third Amendment.
8.This Third Amendment shall be governed by and construed in accordance with the laws of the State of New York.
[SIGNATURES ON FOLLOWING PAGE]
3


IN WITNESS WHEREOF, the undersigned has executed and delivered this Third Amendment under seal as of the date first written above.
BORROWER:
GRT OP, L.P., a Delaware limited partnership

By:    GRIFFIN REALTY TRUST, INC.,
    a Maryland corporation, its General Partner


By:    _/s/ Javier Bitar_______________________
Name:    Javier Bitar
Title:     Chief Financial Officer







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ADMINISTRATIVE AGENT AND LENDER:
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








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LENDER:
 
CAPITAL ONE, NATIONAL ASSOCIATION


By:    __/s/ Jessica W. Phillips___________
Name:    Jessica W. Phillips
Title:    Authorized Signatory









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LENDER:
 
TRUIST BANK, f/k/a Branch Banking and Trust Company, successor by merger to SunTrust Bank


By:    __/s/ Ryan Almond__________________
Name:    Ryan Almond
Title:    Director
 








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LENDER:
 
WELLS FARGO BANK, NATIONAL ASSOCIATION


By:    ___/s/ Ricky Nahal__________________
Name:    Ricky Nahal
Title:    Vice President








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LENDER:
 
U.S. BANK NATIONAL ASSOCIATION


By:    __/s/ Michael F. Diemer_____________
Name:    Michael F. Diemer
Title:    Senior Vice President
 








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LENDER:
 
FIFTH THIRD BANK, NATIONAL ASSOCIATION


By:    ___/s/ John Kang___________________
Name:    John Kang
Title:    Officer







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LENDER:
 
REGIONS BANK


By:    __/s/ C. Vincent Hughes, Jr._________
Name:    C. Vincent Hughes, Jr.
Title:    Vice President
 







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LENDER:
 
BMO HARRIS BANK N.A.


By:    __/s/ Lloyd Baron__________________
Name:    Lloyd Baron
Title:    Managing Director
 







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LENDER:
 
PNC BANK, NATIONAL ASSOCIATION


By:    __/s/ David C. Drouillard_______________
Name:    David C. Drouillard
Title:    Senior Vice President
 







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LENDER:
 
COMERICA BANK


By:    ____/s/ Charles Weddell____________
Name:    Charles Weddell
Title:    Senior Vice President
 







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LENDER:
 
SYNOVUS BANK


By:    ___/s/ Zach Braun__________________
Name:    Zach Braun
Title:    Corporate Banker
 







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LENDER:
 
FIRST HORIZON BANK (f/k/a First Tennessee Bank national Association)


By:    __/s/ Jean Brennan_________________
Name:    Jean Brennan
Title:    Senior Vice President
 







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GUARANTOR CONFIRMATION

The undersigned hereby acknowledge and agree to the foregoing Third Amendment to Second Amended and Restated Credit Agreement and acknowledge and agree that they remain obligated for the various obligations and liabilities, as applicable, set forth in that certain Guaranty (as supplemented, the "Guaranty") dated April 30, 2019, executed by each of the undersigned in favor of the Agent, which Guaranty remains in full force and effect.
GUARANTOR:
GRIFFIN REALTY TRUST, INC.,
a Maryland corporation
By:___/s/ Javier F. Bitar_____________________________________
Name:    Javier F. Bitar
Title:    Chief Financial Officer and Treasurer

GRIFFIN (GROVEPORT) ESSENTIAL ASSET REIT II, LLC
GRIFFIN (ANDOVER) ESSENTIAL ASSET REIT II, LLC
GRIFFIN (PARSIPPANY 14) ESSENTIAL ASSET REIT II, LLC
GRIFFIN (HAMPTON 300) ESSENTIAL ASSET REIT II, LLC
GRIFFIN (HAMPTON 500) ESSENTIAL ASSET REIT II, LLC
GRIFFIN (TUCSON) ESSENTIAL ASSET REIT II, LLC
GRIFFIN (AUBURN HILLS) ESSENTIAL ASSET REIT II, LLC
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) ESSENTIAL ASSET REIT II, LLC,
each a Delaware limited liability company

By:    GRT OP, L.P., a Delaware limited partnership

By:    GRIFFIN REALTY TRUST, INC., a Maryland corporation, its General Partner


By:    __/s/ Javier Bitar_____________
Name:    Javier Bitar
Title:     Chief Financial Officer

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GRIFFIN (PARSIPPANY 10) ESSENTIAL ASSET REIT II, LLC
GRIFFIN (LONE TREE) ESSENTIAL ASSET REIT II, LLC
GRIFFIN (CARMEL) ESSENTIAL ASSET REIT II, LLC
THE GC NET LEASE (GV QUEBEC COURT) INVESTORS, LLC
THE GC NET LEASE (RENTON) INVESTORS, LLC
THE GC NET LEASE (ARLINGTON HEIGHTS) INVESTORS, LLC
THE GC NET LEASE (IRVINE ARMSTRONG) 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
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 (ALLEN PARK) INVESTORS, LLC
THE GC NET LEASE (MILWAUKEE) INVESTORS, LLC
THE GC NET LEASE (WAYNE) INVESTORS, LLC
THE GC NET LEASE (MARYLAND HEIGHTS) INVESTORS, LLC
THE GC NET LEASE (LYNNWOOD II) INVESTORS, LLC
THE GC NET LEASE (OLATHE) INVESTORS, LLC
THE GC NET LEASE (WESTMINSTER) INVESTORS, LLC
THE GC NET LEASE (PHOENIX NORTHGATE) INVESTORS, LLC
THE GC NET LEASE (PARSIPPANY) INVESTORS, LLC
THE GC NET LEASE (MARYLAND HEIGHTS LACKLAND) INVESTORS, LLC,
each a Delaware limited liability company

By:    GRT OP, L.P., a Delaware limited partnership

By:    GRIFFIN REALTY TRUST, INC., a Maryland corporation, its General Partner


By:___ /s/ Javier F. Bitar_____________
Name:    Javier F. Bitar
Title:    Chief Financial Officer and Treasurer

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THE GC NET LEASE (PHOENIX BEARDSLEY) INVESTORS, LLC
THE GC NET LEASE (SAN CARLOS) INVESTORS, LLC
THE GC NET LEASE (EARTH CITY) INVESTORS, LLC
THE GC NET LEASE (MASON I) INVESTORS, LLC
THE GC NET LEASE (HOUSTON WESTGATE III) INVESTORS, LLC
PLAINFIELD PARTNERS, LLC
THE GC NET LEASE (LONE TREE) INVESTORS, LLC
THE GC NET LEASE (FORT MILL) INVESTORS, LLC,
THE GC NET LEASE (FORT MILL II) INVESTORS, LLC,
THE GC NET LEASE (LAKELAND) INVESTORS, LLC,
THE GC NET LEASE (SCOTTSDALE) INVESTORS, LLC,
THE GC NET LEASE (SCOTTSDALE II) INVESTORS, LLC,
THE GC NET LEASE (SAVANNAH) INVESTORS, LLC,
THE GC NET LEASE (HERITAGE III) INVESTORS, LLC,
THE GC NET LEASE (HERITAGE IV) INVESTORS, LLC,
each a Delaware limited liability company

By:    GRT OP, L.P., a Delaware limited partnership

By:    GRIFFIN REALTY TRUST, INC., a Maryland corporation, its General Partner


By:___ /s/ Javier F. Bitar______________
Name:    Javier F. Bitar
Title:    Chief Financial Officer and Treasurer

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GRIFFIN (DURHAM) ESSENTIAL ASSET REIT II, L.P., a Delaware limited partnership

By:    GRIFFIN (DURHAM) ESSENTIAL ASSET REIT II GP, LLC, a Delaware limited liability company

    By:    GRT OP, L.P., a Delaware limited partnership

    By:    GRIFFIN REALTY TRUST, INC., a Maryland corporation, its General Partner


By:        /s/ Javier F. Bitar            
Name:    Javier F. Bitar
Title:    Chief Financial Officer and Treasurer


THE GC NET LEASE (CHARLOTTE-NORTH FALLS) INVESTORS, L.P., a Delaware limited partnership

By:    THE GC NET LEASE (CHARLOTTE-NORTH FALLS) GP, LLC, a Delaware limited liability company

    By:    GRT OP, L.P., a Delaware limited partnership

    By:    GRIFFIN REALTY TRUST, INC., a Maryland corporation, its General Partner


By:    /s/ Javier F. Bitar                
Name:    Javier F. Bitar
Title:    Chief Financial Officer and Treasurer

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THE GC NET LEASE (FRISCO) INVESTORS, LLC
THE GC NET LEASE (HERNDON) INVESTORS, LLC
THE GC NET LEASE (HOUSTON WESTWAY II) INVESTORS, LLC
THE GC NET LEASE (DEERFIELD) INVESTORS, LLC
THE GC NET LEASE (COLUMBUS) INVESTORS, LLC
THE GC NET LEASE (MIRAMAR) INVESTORS, LLC,
each a Delaware limited liability company

By:    SOR OPERATING PARTNERSHIP, LLC, a Delaware limited liability company

    By:    GRT OP, L.P., a Delaware limited partnership

    By:    GRIFFIN REALTY TRUST, INC., a Maryland corporation, its General Partner



By:    /s/ Javier F. Bitar                
Name:    Javier F. Bitar
Title:    Chief Financial Officer and Treasurer

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 OPERATING PARTNERSHIP, LLC, a Delaware limited liability company

By:    GRT OP, L.P., a Delaware limited partnership

By:    GRIFFIN REALTY TRUST, INC., a Maryland corporation, its General Partner


By:    /s/ Javier F. Bitar                
Name:    Javier F. Bitar
Title:    Chief Financial Officer and Treasurer

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ARCP OFC BIRMINGHAM AL, LLC,
ARCP OFC BURLINGTON MA, LLC,
ARCP OFC HUNTSVILLE AL, LLC,
ARCP ID BELLEVUE OH, LLC,
ARCP OFC SAN ANTONIO TX, LLC,
ARCP OFC PHOENIX (CENTRAL) AZ, LLC,
ARCP OFC JOHNSTON IA (PHASE II), LLC,
ARCP OFC BURLINGTON MA (PHASE 2), LLC,
VEREIT OFC LINCOLN HILL PA, LLC,
VEREIT OFC HOUSTON TX, LLC,
VEREIT OFC PHOENIX AZ, LLC,
VEREIT OFC TYLER TX, LLC,
COLE OFC LAKE JACKSON TX, LLC,
CIM OFC PLATTEVILLE CO, LLC,
CIM OFC ANDOVER MA, LLC,
CIM OFC SPARKS MD, LLC,
CIM OFC MEMPHIS TN, LLC,
CIM OFC ANDOVER (TECH) MA, LLC,
CIM OFC HUNT VALLEY MD, LLC,
each a Delaware limited liability company

By:     COLE CORPORATE INCOME OPERATING PARTNERSHIP II, LP, a Delaware limited partnership, its sole member

By:     GRT OP (CARDINAL NEW GP SUB), LLC, a Delaware limited liability company, its General Partner

By:    GRT OP, L.P., a Delaware limited partnership, its sole member

By:    GRIFFIN REALTY TRUST, INC., a Maryland corporation, its General Partner


By:    /s/ Javier F. Bitar            
Name:    Javier F. Bitar
Title:    Chief Financial Officer, Treasurer and Interim Chief Investment Officer

[Signatures Continue on the Following Page]
[Signature Page to Third Amendment to Second Amended and Restated Credit Agreement]


COLE OFC SAN JOSE (RIDDER PARK) CA, LP,
a Delaware limited partnership

By:       Cole GP OFC San Jose (Ridder Park) CA, LLC, a Delaware limited liability company, its General Partner

By:       COLE CORPORATE INCOME OPERATING PARTNERSHIP II, LP, a Delaware limited partnership, its sole member

By:       GRT OP (CARDINAL NEW GP SUB), LLC, a Delaware limited liability company, its General Partner

By:    GRT OP, L.P., a Delaware limited partnership, its sole member

By:    GRIFFIN REALTY TRUST, INC., a Maryland corporation, its General Partner

By:    /s/ Javier F. Bitar            
Name:    Javier F. Bitar
Title:    Chief Financial Officer, Treasurer and Interim Chief Investment Officer






[Signatures Continue on the Following Page]
[Signature Page to Third Amendment to Second Amended and Restated Credit Agreement]


ARCP OFC SAN JOSE (ORCHARD) CA, LP,
a Delaware limited partnership

By:       ARCP GP OFC San Jose (Orchard) CA, LLC, a Delaware limited liability company, its General Partner

By:       COLE CORPORATE INCOME OPERATING PARTNERSHIP II, LP, a Delaware limited partnership, its sole member

By:       GRT OP (CARDINAL NEW GP SUB), LLC, a Delaware limited liability company, its General Partner

By:    GRT OP, L.P., a Delaware limited partnership, its sole member

By:    GRIFFIN REALTY TRUST, INC., a Maryland corporation, its General Partner



By:    /s/ Javier F. Bitar            
Name:    Javier F. Bitar
Title:    Chief Financial Officer, Treasurer and Interim Chief Investment Officer







[Signatures Continue on the Following Page]

[Signature Page to Third Amendment to Second Amended and Restated Credit Agreement]


COLE OFC WALNUT CREEK CA, LP,
a Delaware limited partnership

By:       Cole GP OFC Walnut Creek CA, LLC, a Delaware limited liability company, its General Partner

By:       COLE CORPORATE INCOME OPERATING PARTNERSHIP II, LP, a Delaware limited partnership, its sole member

By:       GRT OP (CARDINAL NEW GP SUB), LLC, a Delaware limited liability company, its General Partner

By:    GRT OP, L.P., a Delaware limited partnership, its sole member

By:    GRIFFIN REALTY TRUST, INC., a Maryland corporation, its General Partner


By:    /s/ Javier F. Bitar            
Name:    Javier F. Bitar
Title:    Chief Financial Officer, Treasurer and Interim Chief Investment Officer









[Signatures Continue on the Following Page]

[Signature Page to Third Amendment to Second Amended and Restated Credit Agreement]


CIM OFC SAN DIEGO CA, LP,
a Delaware limited partnership
By:       CIM GP OFC San Diego CA, LLC, a Delaware limited liability company, its General Partner

By:       COLE CORPORATE INCOME OPERATING PARTNERSHIP II, LP, a Delaware limited partnership, its sole member

By:       GRT OP (CARDINAL NEW GP SUB), LLC, a Delaware limited liability company, its General Partner

By:    GRT OP, L.P., a Delaware limited partnership, its sole member

By:    GRIFFIN REALTY TRUST, INC., a Maryland corporation, its General Partner


By:    /s/ Javier F. Bitar            
Name:    Javier F. Bitar
Title:    Chief Financial Officer, Treasurer and Interim Chief Investment Officer


[Signatures Continue on the Following Page]

[Signature Page to Third Amendment to Second Amended and Restated Credit Agreement]


THE GC NET LEASE (CHARLOTTE DAVID TAYLOR) INVESTORS, L.P., a
Delaware limited partnership

By:     The GC Net Lease (Charlotte David Taylor) GP, LLC, a Delaware limited liability company, its General Partner

By:     Cole Corporate Income Operating Partnership II, LP, a Delaware limited partnership, its sole member

By:     GRT OP (Cardinal New GP Sub), LLC, a Delaware limited liability company, its General Partner

By:     GRT OP, L.P., a Delaware limited partnership, its sole member

By:     GRIFFIN REALTY TRUST, INC., a Maryland corporation, its General Partner

By:    /s/ Javier F. Bitar            
Name:    Javier F. Bitar
Title:    Chief Financial Officer, Treasurer and Interim Chief Investment Officer



[Signatures Continue on the Following Page]


[Signature Page to Third Amendment to Second Amended and Restated Credit Agreement]


THE GC NET LEASE (GREENSBORO) INVESTORS, L.P., a
Delaware limited partnership

By:     The GC Net Lease (Greensboro) GP, LLC, a Delaware limited liability company, its General Partner

By:     Cole Corporate Income Operating Partnership II, LP, a Delaware limited partnership, its sole member

By:     GRT OP (Cardinal New GP Sub), LLC, a Delaware limited liability company, its General Partner

By:     GRT OP, L.P., a Delaware limited partnership, its sole member

By:     GRIFFIN REALTY TRUST, INC., a Maryland corporation, its General Partner

By:    /s/ Javier F. Bitar            
Name:    Javier F. Bitar
Title:    Chief Financial Officer, Treasurer and Interim Chief Investment Officer


[Signatures Continue on the Following Page]


[Signature Page to Third Amendment to Second Amended and Restated Credit Agreement]


THE GC NET LEASE (WAKE FOREST) INVESTORS, L.P., a
Delaware limited partnership

By:     The GC Net Lease (Wake Forest) GP, LLC, a Delaware limited liability company, its General Partner

By:     Cole Corporate Income Operating Partnership II, LP, a Delaware limited partnership, its sole member

By:     GRT OP (Cardinal New GP Sub), LLC, a Delaware limited liability company, its General Partner

By:     GRT OP, L.P., a Delaware limited partnership, its sole member

By:     GRIFFIN REALTY TRUST, INC., a Maryland corporation, its General Partner

By:    /s/ Javier F. Bitar            
Name:    Javier F. Bitar
Title:    Chief Financial Officer, Treasurer and Interim Chief Investment Officer


[Signature Page to Third Amendment to Second Amended and Restated Credit Agreement]


ANNEX A

“Applicable Rate” means, from time to time, with respect to a particular Class and Type of Loans, (a) subject to clause (b) below, the percentage rate set forth in the immediately following table corresponding to the Consolidated Leverage Ratio as set forth in the Compliance Certificate most recently delivered by the Borrower pursuant to Section 5.01(c). Any adjustment to the Applicable Rate shall be effective as of the first day of the calendar quarter immediately following the quarter during which the Borrower delivers to the Administrative Agent the applicable Compliance Certificate pursuant to Section 5.01(c) (with the Compliance Certificate for the most recently ended reporting period delivered during a subject quarter taking precedence over a Compliance Certificate for a prior reporting period delivered during the same quarter). If the Borrower fails to deliver a Compliance Certificate pursuant to Section 5.01(c), the Applicable Rate shall equal the percentages corresponding to Level 5 until the first day of the calendar quarter immediately following the quarter that the required Compliance Certificate is delivered. Notwithstanding the foregoing, for the period from the Amendment Effective Date through but excluding the date on which the Administrative Agent first determines the Applicable Rate for Loans as provided above, the Applicable Rate shall be determined based on Level 1:

Annex A – Page 1



Level Consolidated Leverage Ratio Applicable Rate for Revolving Loans which are Eurodollar Loans Applicable Rate for Revolving Loans which are Alternate Base Rate Loans
Applicable Rate for 2023, 2024, and 2025 and 2026Term Loans which are Eurodollar Loans
Applicable Rate for 2023, 2024, and 2025 and 2026 Term Loans which are Alternate Base Rate Loans
Applicable Rate for 2026 Term Loans which are Eurodollar Loans Applicable Rate for 2026 Term Loans which are Alternate Base Rate Loans
1 Less than 45% 1.30% .30% 1.25% .25% 1.65% .65%
2 Greater than or equal to 45% but less than 50% 1.45% .45% 1.40% .40% 1.75% .75%
3 Greater than or equal to 50% but less than 55% 1.60 % .60% 1.55 % .55% 1.85 % .85%
4 Greater than or equal to 55% but less than 60% 1.90% .90% 1.85% .85% 2.20% 1.20%
5 Greater than or equal to 60% 2.20% 1.20% 2.15% 1.15% 2.50% 1.50%


The Applicable Rate shall be adjusted quarterly as of the first day of the calendar quarter immediately following the quarter during which the Borrower delivers to the Administrative Agent the applicable Compliance Certificate pursuant to Section 5.01(c). Notwithstanding anything to the contrary contained in this definition, the determination of the Applicable Rate for any period shall be subject to the provisions of Section 2.17(f).

(b)    If Borrower obtains an Investment Grade Rating from at least one of S&P, Moody’s or Fitch, and provided that no Event of Default is then occurring, at Borrower’s irrevocable election, the Applicable Rate shall thereafter at all times be determined based on the applicable rate per annum set forth in the below table corresponding to the level (each a “Pricing Level”) into which such Debt Rating then falls, notwithstanding any failure of Borrower to maintain an Investment Grade Rating or any failure of Borrower to maintain a Debt Rating.

Annex A – Page 2


Investment Grade Rating Applicable Rate for Revolving Loans which are Eurodollar Loans Revolver Facility Fee Rate Applicable Rate for Revolving Loans which are Alternate Base Rate Loans
Applicable Rate for 2023, 2024, and 2025 and 2026Term Loans which are Eurodollar Loans
Applicable Rate for 2023, 2024, and 2025 and 2026Term Loans which are Alternate Base Rate Loans
Applicable Rate for 2026 Term Loans which are Eurodollar Loans Applicable Rate for 2026 Term Loans which are Alternate Base Rate Loans
Pricing Level 1
At least A- or A3
0.825% .125% 0.000% 0.900% 0.000% 1.400% 0.400%
Pricing Level 2
At least BBB+ or Baa1
0.875% .150% 0.000% 0.950% 0.000% 1.450% 0.450%
Pricing Level 3
At least BBB or Baa2
1.000% .200% 0.000% 1.100% 0.100% 1.550% 0.550%
Pricing Level 4
At least BBB- or Baa3
1.200% .250% 0.200% 1.350% 0.350% 1.800% 0.800%
Pricing Level 5
Below BBB-, Baa3 or unrated
1.550% .300% 0.550% 1.750% 0.750% 2.350% 1.350%


Each change in the Applicable Rate resulting from a change in the Debt Rating of Borrower shall be effective for the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change. Notwithstanding the above, during any period for which the Borrower has received three Debt Ratings which are not equivalent, the Applicable Rate will be determined by (a) the highest Debt Rating if they differ by only one level and (b) the average of the two highest Debt Ratings if they differ by two or more levels (unless the average is not a recognized level, in which case the Applicable Rate will be based on the level corresponding to the second highest Debt Rating). During any period for which the Borrower has received only two Debt Ratings and such Debt Ratings are not equivalent, the Applicable Rate will be determined by (1) the highest Debt Rating if they differ by only one level and (ii) the median of the two Debt Ratings if they differ by two or more levels (unless the median is not a recognized level, in which case the Applicable Rate will be based on the Debt Rating one level below the level corresponding to the higher Debt Rating). During any period for which the Borrower has received a Debt Rating from only one Rating Agency, the Applicable Rate shall be determined based on such Debt Rating so long as such Debt Rating is from S&P or Moody's. During any period for which the Borrower does not
Annex A – Page 3


have a Debt Rating from any Rating Agency, or during any other period not otherwise covered by this definition, the Applicable Rate shall be determined based on Level 5.
2748638.3
Annex A – Page 4