GRIFFIN CAPITAL ESSENTIAL ASSET REIT II, INC. TIME-BASED RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • May 1st, 2019 • Griffin Capital Essential Asset REIT II, Inc. • Real estate investment trusts • California
This Restricted Stock Unit Agreement (this “Agreement”) is made by and between Griffin Capital Essential Asset REIT II, Inc., a Maryland corporation (the “Company”), and ___________ (the “Participant”).
FIFTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OFLimited Partnership Agreement • May 1st, 2019 • Griffin Capital Essential Asset REIT II, Inc. • Real estate investment trusts • Delaware
Griffin Capital Essential Asset Operating Partnership, L.P. (the “Partnership”) was formed as a limited partnership under the laws of the State of Delaware, pursuant to a Certificate of Limited Partnership filed with the Office of the Secretary of State of the State of Delaware on August 29, 2008. This Fifth Amended and Restated Limited Partnership Agreement (“Agreement”) is entered into effective as of April 30, 2019 among Griffin Capital Essential Asset REIT II, Inc., a Maryland corporation (the “General Partner”) and the Additional Limited Partners set forth on Exhibit A hereto, and such additional Limited Partners party hereto from time to time. Capitalized terms used herein but not otherwise defined shall have the meanings given them in Article 1.
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 30, 2019 among GRIFFIN CAPITAL ESSENTIAL ASSET OPERATING PARTNERSHIP, L.P. as Borrower and The Lenders Party Hereto and KEYBANK NATIONAL ASSOCIATION, as Administrative AgentCredit Agreement • May 1st, 2019 • Griffin Capital Essential Asset REIT II, Inc. • Real estate investment trusts • New York
WHEREAS, Griffin Capital Essential Asset Operating Partnership II, L.P. has previously entered into the Existing Credit Agreement with KeyBank, as administrative agent, and certain lenders, pursuant to which the lenders party thereto agreed to extend certain commitments and make certain extensions of credit available thereto;
GUARANTYGuaranty • May 1st, 2019 • Griffin Capital Essential Asset REIT II, Inc. • Real estate investment trusts • New York
THIS GUARANTY dated as of April 30, 2019, executed and delivered by each of the undersigned, whether one or more, (“Guarantor”, which term specifically includes each Person that hereafter executes a Joinder Agreement pursuant to which such Person agrees to become party to this Guaranty and assume the obligations of a Guarantor hereunder), in favor of (a) KEYBANK NATIONAL ASSOCIATION, in its capacity as Administrative Agent (the “Agent”) for the Lenders under that certain Second Amended and Restated Credit Agreement dated as of even date herewith, by and among GRIFFIN CAPITAL ESSENTIAL ASSET OPERATING PARTNERSHIP, L.P. (successor by merger to Griffin Capital Essential Asset Operating Partnership II, L.P.) (the “Borrower”), the financial institutions party thereto and their assignees in accordance therewith (the “Lenders”), and the Agent (as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Credit Agreement”) and (b
SWINGLINE NOTESwingline Note • May 1st, 2019 • Griffin Capital Essential Asset REIT II, Inc. • Real estate investment trusts • Delaware
Maker also promises to pay interest on the unpaid principal amount of this Swingline Note (this “Note”) at the rates and at the times which shall be determined in accordance with the provisions of that certain Second Amended and Restated Credit Agreement dated as of even date herewith, among Maker, the Lenders named therein, and KeyBank National Association, as Administrative Agent for itself and the Lenders (as hereafter amended, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein without definition shall have the meanings set forth in the Credit Agreement.
