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1.
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The Existing Credit Agreement is hereby amended as follows:
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| (a) |
Section 1.01 of the Existing Credit Agreement is hereby amended by deleting therefrom the following defined terms:
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| (b) |
Section 1.01 of the Existing Credit Agreement is hereby amended by adding thereto the following defined terms:
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| (c) |
The definition of “Applicable Rate” set forth in Section 1.01 of the Existing Credit Agreement is hereby amending by deleting the table set forth in subsection (a) thereof in its entirety and
replacing it with the following:
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Level
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Consolidated
Leverage
Ratio
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Applicable
Rate for
Revolving
Loans that
are SOFR
Loans |
Applicable
Rate for
Revolving
Loans of
the
Extending Revolving
Lenders
that are
SOFR
Loans
after June
30, 2024
|
Applicable
Rate for
Revolving
Loans that
are Base
Rate
Loans
|
Applicable
Rate for
Revolving
Loans of
the
Extending Revolving
Lenders
that are
Base Rate
Loans
after June
30, 2024
|
Applicable
Rate for
2025 and
2026
Term
Loans that
are SOFR
Loans
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Applicable
Rate for
2025 and
2026Term
Loans that
are Base
Rate Loans
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1
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Less than 45%
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1.30%
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1.55%
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.30%
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.55%
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1.25%
|
.25%
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2
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Greater than or equal to 45% but less than 50%
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1.45%
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1.70%
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.45%
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.70%
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1.40%
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.40%
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3
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Greater than or equal to 50% but less than 55%
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1.60 %
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1.85%
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.60%
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.85%
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1.55 %
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.55%
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4
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Greater than or equal to 55% but less than 60%
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1.90%
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2.15%
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.90%
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1.15%
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1.85%
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.85%
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5
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Greater than or equal to 60%
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2.20%
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2.45%
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1.20%
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1.45%
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2.15%
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1.15%
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| (d) |
The definition of “Applicable Rate” set forth in Section 1.01 of the Existing Credit Agreement is hereby amending by deleting the table set forth in subsection (b) thereof in its entirety and
replacing it with the following:
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Investment
Grade Rating
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Applicable
Rate for
Revolving
Loans that are
SOFR Loans
|
Applicable
Rate for
Revolving
Loans of
Extending Revolving
Lenders that
are SOFR
Loans after
June 30, 2024
|
Revolver
Facility Fee
Rate
|
Applicable
Rate for Revolving
Loans that
are Base
Rate Loans
|
Applicable
Rate for Revolving
Loans of the
Extending
Revolving
Lenders that
are Base
Rate Loans
after June
30, 2024
|
Applicable
Rate for
2025 and
2026 Term
Loans that
are SOFR
Loans
|
Applicable
Rate for
2025 and
2026Term
Loans that
are Base
Rate Loans
|
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Pricing Level 1
At least A- or A3
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0.825%
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1.075%
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.125%
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0.000%
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0.250%
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0.900%
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0.000%
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Pricing Level 2
At least BBB+ or Baa1
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0.875%
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1.125%
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.150%
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0.000%
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0.250%
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0.950%
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0.000%
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Pricing Level 3
At least BBB or Baa2
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1.000%
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1.250%
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.200%
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0.000%
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0.250%
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1.100%
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0.100%
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Pricing Level 4
At least BBB- or Baa3
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1.200%
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1.450%
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.250%
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0.200%
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0.450%
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1.350%
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0.350%
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Pricing Level 5
Below BBB-, Baa3 or unrated
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1.550%
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1.800%
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.300%
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0.550%
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0.800%
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1.750%
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0.750%
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| (e) |
The definition of “Borrowing Base Availability” set forth in Section 1.01 of the Existing Credit Agreement is hereby deleted and replaced in its entirety with the following:
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| (f) |
The definition of “Revolving Loan Maturity Date” set forth in Section 1.01 of the Existing Credit Agreement is hereby deleted and replaced in its entirety with the following:
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| (g) |
Sections 2.01(b) and 2.09(c) of the Existing Credit Agreement and any and all references in the Existing Credit Agreement to the “2024 Term Commitment”, “2024 Term Lender”, “2024 Term Loan”, “2024
Term Loan Applicable Percentage”, and “2024 Term Loan Maturity Date” are hereby deleted in their entirety and, with respect to the deletion of Sections 2.01(b) and 2.09(c), replaced with “[Reserved]”.
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| (h) |
Section 2.11(g) of the Existing Credit Agreement is hereby deleted in its entirety and replaced with the following:
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| (i) |
Section 2.19(a) of the Existing Credit Agreement is hereby deleted in its entirety and replaced with the following:
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| (j) |
Section 5.02(a) of the Existing Credit Agreement is hereby deleted in its entirety and replaced with the following:
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| (k) |
Section 5.02(b) of the Existing Credit Agreement is hereby deleted in its entirety and replaced with the following:
|
| (l) |
Section 5.02(d) of the Existing Credit Agreement is hereby deleted in its entirety and replaced with the following:
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| (m) |
Section 5.02(h) of the Existing Credit Agreement is hereby deleted in its entirety and replaced with the following:
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| (n) |
Sections 6.05 of the Existing Credit Agreement is hereby deleted in its entirety and replaced with the following:
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| (o) |
Schedule 2.01 of the Existing Credit Agreement is hereby deleted in its
entirety and replaced with Schedule 2.01 attached hereto and made a part hereof.
|
| (p) |
Exhibit B of the Existing Credit Agreement is hereby deleted in its
entirety and replaced with Exhibit B attached hereto and made a part hereof.
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2.
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Representations and Warranties.
|
| (a) |
This Amendment shall have been duly executed and delivered by the Credit Parties, the Administrative Agent and the Lenders (which shall constitute Majority Lenders and all Extending Revolving
Lenders).
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| (b) |
All action on the part of the Credit Parties necessary for the valid execution, delivery and performance by the Credit Parties of this Amendment shall have been duly and effectively taken.
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| (c) |
After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing.
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| (d) |
Repayment in full of the 2024 Term Loan.
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BORROWER:
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PKST OP, L.P., a Delaware limited partnership
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By:
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PEAKSTONE REALTY TRUST,
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a Maryland corporation, its General Partner
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By:
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/s/ Javier Bitar
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Name:
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Javier Bitar
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Title:
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Chief Financial Officer
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ADMINISTRATIVE AGENT AND LENDER:
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KEYBANK, NATIONAL ASSOCIATION,
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individually and as Administrative Agent, Swingline Lender and Issuing Bank
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By:
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Christopher T. Neil
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Name:
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Christopher T. Neil
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Title:
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Senior Banker
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LENDER:
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CAPITAL ONE, NATIONAL ASSOCIATION
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By:
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/s/ Dennis Haydel
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Name:
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Dennis Haydel
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Title:
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Vice President
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LENDER:
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TRUIST BANK, f/k/a Branch Banking and Trust Company, successor by merger to 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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Director
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LENDER:
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WELLS FARGO BANK, NATIONAL ASSOCIATION
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By:
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/s/ Cristina Johnnie
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Name:
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Cristina Johnnie
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Title:
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Vice President
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LENDER:
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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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LENDER:
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U.S. BANK NATIONAL ASSOCIATION
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By:
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/s/ Michael F. Diemer
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Name:
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Michael F. Diemer
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Title:
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Vice President
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LENDER:
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FIFTH THIRD BANK, NATIONAL ASSOCIATION
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By:
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/s/ Michael Glandt
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Name:
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Michael Glandt
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Title:
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Senior Vice President
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LENDER:
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ASSOCIATED BANK, NATIONAL ASSOCIATION
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By:
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/s/ Mitchell Vega
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Name:
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Mitchell Vega
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Title:
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Vice President
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LENDER:
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REGIONS BANK
|
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By:
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/s/ Walter E. Rivadeneira
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Name:
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Walter E. Rivadeneira
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Title:
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Vice President
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LENDER:
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BMO HARRIS BANK N.A.
|
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By:
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/s/ Darin Mainquist
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Name:
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Darin Mainquist
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Title:
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Managing Director
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LENDER:
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PNC BANK, NATIONAL ASSOCIATION
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By:
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/s/ David C. Drouillard
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Name:
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David C. Drouillard
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Title:
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Senior Vice President
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LENDER:
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GOLDMAN SACHS BANK USA
|
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By:
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/s/ Jonathan Dworkin
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Name:
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Jonathan Dworkin
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Title:
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Authorized Signatory
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LENDER:
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COMERICA BANK
|
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By:
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/s/ Charles Waddell
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Name:
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Charles Waddell
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Title:
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Vice President
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LENDER:
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SYNOVUS BANK
|
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By:
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/s/ Zach Braun
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Name:
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Zach Braun
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Title:
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Director
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LENDER:
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FIRST HORIZON BANK (f/k/a First Tennessee Bank national Association)
|
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By:
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/s/ Jean M. Brennan
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Name:
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Jean M. Brennan
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Title:
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Senior Vice President
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GUARANTOR:
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PEAKSTONE REALTY TRUST
|
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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 (DURHAM) ESSENTIAL ASSET REIT II, L.P., a Delaware limited partnership
|
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By:
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GRIFFIN (DURHAM) ESSENTIAL ASSET REIT
II GP, LLC, a Delaware limited liability company
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By:
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PKST OP, L.P., a Delaware limited partnership
|
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By:
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PEAKSTONE REALTY TRUST,
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its General Partner
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||||||
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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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By:
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PKST OP, L.P., a Delaware limited partnership
|
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By:
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PEAKSTONE REALTY TRUST,
|
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its General Partner
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| |
By: |
/s/ Javier Bitar
|
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Name:
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Javier Bitar
|
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Title:
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Chief Financial Officer
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| By: |
THE POINT AT CLARK STREET REIT, LLC, a Delaware limited liability company
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| By: |
FRANKLIN CENTER MEMBER, LLC, a Delaware limited liability company
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| By: |
SOR OPERATING PARTNERSHIP, LLC, a Delaware limited liability company
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| By: |
PKST OP, L.P., a Delaware limited partnership
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| By: |
PEAKSTONE REALTY TRUST,
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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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| By: |
COLE CORPORATE INCOME OPERATING PARTNERSHIP II, LP, a Delaware limited partnership, its sole member
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| By: |
GRT OP (CARDINAL NEW GP SUB), LLC, a Delaware limited liability company, its General Partner
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| By: |
PKST OP, L.P., a Delaware limited partnership, its sole member
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| By: |
PEAKSTONE REALTY TRUST,
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| By: |
/s/ Javier F. Bitar |
||
| Name: |
Javier F. Bitar | ||
| Title: |
Chief Financial Officer, Treasurer and Interim Chief Investment Officer
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| By: |
CIM GP OFC San Diego CA, LLC, a Delaware limited liability company, its General Partner
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| By: |
COLE CORPORATE INCOME OPERATING PARTNERSHIP II, LP, a Delaware limited partnership, its sole member
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| By: |
GRT OP (CARDINAL NEW GP SUB), LLC, a Delaware limited liability company, its General Partner
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| By: |
PKST OP, L.P., a Delaware limited partnership, its sole member
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| By: |
PEAKSTONE REALTY TRUST,
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| By: |
/s/ Javier F.
Bitar |
||
| Name: |
Javier F. Bitar | ||
| Title: |
Chief Financial Officer, Treasurer and Interim Chief Investment Officer
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||
| By: |
The GC Net Lease (Wake Forest) GP, LLC, a Delaware limited liability company, its General Partner
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| By: |
Cole Corporate Income Operating Partnership II, LP, a Delaware limited partnership, its sole member
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| By: |
GRT OP (Cardinal New GP Sub), LLC, a Delaware limited liability company, its General Partner
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| By: |
PKST OP, L.P., a Delaware limited partnership, its sole member
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| By: |
PEAKSTONE REALTY TRUST,
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| By: |
/s/ Javier F. Bitar |
||
| Name: |
Javier F. Bitar | ||
| Title: |
Chief Financial Officer, Treasurer and Interim Chief Investment Officer
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