Exhibit

EX-99.3 5 ex993gcear2firstamendmentt.htm EXHIBIT 99.3 Exhibit

Exhibit 99.3

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

This First Amendment to Amended and Restated Credit Agreement (this “First Amendment”) is made as of this 5^th day of December, 2018, by and among GRIFFIN CAPITAL ESSENTIAL ASSET OPERATING PARTNERSHIP II, L.P., a Delaware limited liability company, having an address at Griffin Capital Plaza, 1520 E. Grand Avenue, El Segundo, California 90245 (“Borrower”), KEYBANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Agent”) and the Lenders under the Credit Agreement (as defined below).

W I T N E S E T H:

WHEREAS, Borrower, Agent, and the Lenders have entered into that certain Amended and Restated Credit Agreement dated as of June 28, 2018 (the “Credit Agreement”; unless otherwise defined herein, capitalized terms shall have the meanings provided in the Credit Agreement) wherein the Agent and the Lenders have agreed to provide certain financial accommodations to the Borrower; and

WHEREAS, pursuant to the request of the Borrower, the Agent and the Lenders have agreed to amend certain terms of the Credit Agreement as provided in this First Amendment.

NOW, THEREFORE, for good and valuable consideration, it is hereby agreed as follows:

1.As reflected in the consent request letter (the "Consent") attached hereto as Exhibit A provided by the Parent, the Parent and the Borrower have requested that the Majority Lenders consent to the Self-Administration Transaction described in the Consent and waive any Defaults or Events of Defaults which might arise under the Credit Agreement as a result of the consummation of the Self-Administration Transaction and the revision of the existing asset management and advisory agreement structure as described in the Consent. KeyBank as Administrative Agent is fully supportive of the requested consent and waiver. By the execution of below, each Lender executing this Amendment hereby grants its approval to requested waiver and completion of the Self-Administration Transaction and authorizes the Administrative Agent to execute the Consent

2. The first sentence of Subsection (d) of Section 2.08 is hereby deleted in its entirety and shall be replaced with the following:

“(d) Provided no Default or Event of Default shall then be in existence, the Borrower shall have the right, on one or more occasions, to elect to increase the Total Commitments; provided, however, that (i) unless otherwise approved by the Administrative Agent, the amount of each such increase shall not be less than Twenty-Five Million Dollars ($25,000,000) or in increments of Twenty-Five Million Dollars ($25,000,000) in excess thereof, and (ii) the aggregate amount of all such increases shall not cause the Total Commitments to exceed Two Billion Dollars ($2,000,000,000).

3. The Borrower represents and warrants to the Lenders that after giving effect to this First Amendment (a) the representations and warranties of the Borrower and each other Credit Party contained in the Credit Agreement or any other Loan Document are true, correct and complete in

Exhibit 99.3

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) and (ii) have been modified to reflect events occurring after the date of the Credit Agreement, as 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, and (b) no event has occurred and is continuing which constitutes a Default or an Event of Default.

4. Borrower and each Guarantor represent and warrant as follows:


(a)	The execution, delivery and performance by the Borrower of this First Amendment have been duly authorized by all necessary corporate and other action and do not and will not require any registration with, consent or approval of, or notice to or action by, any Person (including any Governmental Authority) in order to be effective and enforceable

(b)

This First 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 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.


(c)	The execution of this First 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.

5. Except as expressly amended hereby, the remaining terms and conditions of the Credit Agreement shall continue in full force and effect. All future references to the “Credit Agreement” shall be deemed to be references to the Credit Agreement as amended by this First 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 Credit Agreement as amended by this First Amendment. It is intended that this First Amendment shall be governed by and construed in accordance with the laws of the State of New York.

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

7. This First Amendment may be executed in any number of counterparts, each of which shall be deemed an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this First Amendment by telecopy, facsimile or other electronic transmission (including .PDF) shall be effective as delivery of a manually executed counterpart of this First Amendment.

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Exhibit 99.3

IN WITNESS WHEREOF, the undersigned has executed and delivered this Agreement under seal as of the date first written above.



	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 Bitar Name: Javier Bitar Title: Chief Financial Officer