First Amendment to the Restated KeyBank Credit Agreement


 Exhibit 10.1 
 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 16th day of March, 2012, by and among THE GC NET LEASE REIT OPERATING PARTNERSHIP, L.P., a Delaware limited liability
company, WILL PARTNERS REIT, LLC, a Delaware limited liability company, THE GC NET LEASE (SYLMAR) INVESTORS, LLC, a Delaware limited liability company, RENFRO PROPERTIES LLC, a California limited liability company, THE GC NET LEASE (LOVELAND)
INVESTORS, LLC, a Delaware limited liability company, and THE GC NET LEASE (REDMOND) INVESTORS, LLC, a Delaware limited liability company, each having an address at 2121 Rosecrans, Ste. 3321, El Segundo, California 90245 (collectively the
“Borrowers” and each a “Borrower”), KEYBANK NATIONAL ASSOCIATION, as Agent (the “Agent”) on behalf of Bank of America, N.A. and the other Lenders party to the Credit Agreement from time to time,
BANK OF AMERICA, N.A., as a Lender, NORTH SHORE COMMUNITY BANK & TRUST COMPANY, as a Lender, and the Subsequent Lender (as defined below). 
 W I T N E S S E T H: 
 WHEREAS, reference is hereby made to that certain
Amended and Restated Credit Agreement dated as of November 18, 2011 (the “Credit Agreement”; unless otherwise defined herein, capitalized terms shall have the meanings provided in the Credit Agreement) entered into by and among
the Borrowers, KeyBank National Association, as Agent, and the Lenders; and 
 WHEREAS, the Borrowers have requested an increase
in the aggregate Commitments of the Lenders to $115,000,000.00 (the “Facility Increase”), to be effected by the admission of REGIONS BANK (the “Subsequent Lender”) as a Lender and as Documentation Agent under the
Credit Agreement with a Commitment of $35,000,000. Such Facility Increase shall be effective on or about the Effective Date (as defined below). 
 WHEREAS, the Borrowers, the Agent and the Lenders have agreed to amend and modify the Credit Agreement as set forth herein. 
 NOW, THEREFORE, it is agreed by and among the Borrowers, the Agent and the Lenders as follows: 
 1. The definition of “Fixed Charge Coverage Ratio” in the Credit Agreement is hereby amended to add the following clause to such definition following the phrase “plus all of the
Parent’s and the Borrower’s Interest Expense”: 
 “calculated as if the related Indebtedness was in place as
of the beginning of such period” 
 2. Section 2.19(b)(iv) of the Credit Agreement is hereby amended to delete
therefrom the reference to “Issuing Bank” so that such section reads: 
 “(iv) the Borrower shall have paid to the
Administrative Agent all amounts then due and payable to any of the Lenders and the Administrative Agent under the Loan Documents, including the extension fee described in Section 2.11(d) hereof;” 






 3. A new Section 5.01(g) of the Credit Agreement is hereby added as follows:

 “(g) promptly following receipt thereof, any financial information received by Borrower from any tenant at a Mortgaged
Property. To the extent any tenant providing such financial information is not a publicly held company, the provision of such information shall be made subject to the acknowledgment and acceptance by any third party to whom such financial
information is provided that such financial information is being disseminated on a confidential basis in accordance with Agent’s standard syndication process which shall in any event require “click through” or other affirmative action
on the part of the recipient to access such financial information. Agent may use any such confidential information from tenants only in connection with performing analysis consistent with the terms of this Agreement and may disseminate such
information only to its employees, affiliates, directors, members, partners, co-lenders, agents and advisors having a need for access to such information in connection therewith. Agent shall also be permitted to provide such confidential financial
information to any special servicer, rating agency or other third party entitled to receive the same under the terms of any servicing agreement to which Agent is a party.” 

4. The last paragraph of Section 5.14 of the Credit Agreement is hereby amended to delete the phrase “other than the
Borrower” therefrom so that such paragraph reads as follows: 
 “Subject to the satisfaction of the provisions of this
Section, any Borrower owning the Release Tract which has no other ownership interest in any of the Remaining Projects, will be released from further payment and performance of the Loans on the Partial Release Date, other than obligations under the
Environmental Indemnity.” 
 5. Section 6.09(c) of the Credit Agreement is hereby revised to read as follows:

 “(c) Indebtedness under the Mezzanine Loan;” 

6. A new Article VII (q) of the Credit Agreement is hereby added as follows: 

“(q) a monetary default occurs under that certain Mezzanine Credit Agreement dated as of January 31, 2012 by and among KeyBank,
National Association, as administrative agent and lender, The GC Net Lease (Redmond) Member, LLC and certain affiliated entities, collectively as borrower.” 

  
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 7. The first clause of Section 9.02(b) is hereby revised to read as follows:

 “Neither this Agreement, nor the intercreditor agreement entered into in connection with the Mezzanine Loan, nor any
provision hereof or thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the consent of the
Required Lenders;” 
 8. The Subsequent Lender hereby (a) acknowledges, agrees and confirms that, by its execution of
this First Amendment, 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 First Amendment, and the performance by the Subsequent Lender as a Lender
under the Credit Agreement, have been obtained; (e) represents and warrants that, as of the date of this First Amendment, 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 date of this First Amendment, the Subsequent Lender shall be a party to the Credit Agreement and the other Loan Documents and, to the
extent provided in this Section 3, shall have the rights and obligations of a Lender thereunder and shall have the title of “Documentation Agent”. From and after the date hereof, 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 3 (including, without limitation, all payments of principal and interest with respect
thereto) to the Subsequent Lender as a Lender under the Credit Agreement. 

  
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 9. 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. 
 10. The Borrowers represent and warrant to the Lenders that after giving effect to this
First Amendment (a) the representations and warranties of the Borrower and each other Loan Party contained in the Loan Agreement or any other Loan Document are true and correct in all material respects on and as of the date hereof, except to
the extent that such representations and warranties (i) relate solely to an earlier date (in which case such representation and warranties shall have been true and correct 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 Loan 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. 
 11. Each Borrower
represents and warrants as follows: 
  

	 	(a)	It has taken all necessary action to authorize the execution, delivery and performance of this First Amendment. 


 

	 	(b)	This First Amendment has been duly executed and delivered by each Borrower and constitutes the Borrower’s legal, valid and binding obligations, enforceable in
accordance with its terms. 

  

	 	(c)	No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in
connection with the execution, delivery or performance by each Borrower of this First Amendment 

 12. 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, 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 amended by this First Amendment. It is intended that this First
Amendment, which may be executed in multiple counterparts, shall be governed by and construed in accordance with the laws of the State of New York. 
 13. This First Amendment shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto. 
 14. For the purpose of facilitating the execution of this First Amendment as herein provided and for other purposes, this First Amendment may be executed simultaneously in any number of counterparts, each
of which counterparts shall be deemed to be an original, and such counterparts shall constitute and be one and the same instrument. Facsimile signatures shall have the same legal effect as originals. 

[Remainder of Page Intentionally Left Blank] 

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

					
		 	 THE GC NET LEASE REIT OPERATING
 PARTNERSHIP, L.P.,
 a Delaware limited partnership

			
		 	By:	 	 GRIFFIN CAPITAL NET LEASE REIT,

INC., a Maryland corporation, its General

Partner

			
		 		 	By: /s/ Joseph E. Miller
		 		 	Name:  Joseph E. Miller
		 		 	Title:    Authorized Officer
		
		 	 WILL PARTNERS REIT, LLC,
 a Delaware limited liability company

			
		 	By:	 	 THE GC NET LEASE REIT OPERATING
 PARTNERSHIP, L.P., a Delaware limited
 partnership, Sole Member

			
		 		 	 By: GRIFFIN CAPITAL NET LEASE

       REIT, INC., General Partner

			
		 		 	       By: /s/ Joseph E. Miller
		 		 	       Name: Joseph E. Miller
		 		 	       Title:   Authorized Officer
		
		 	 THE GC NET LEASE (SYLMAR) INVESTORS,
 LLC, a Delaware limited liability company

			
		 	By:	 	 THE GC NET LEASE REIT OPERATING
 PARTNERSHIP, L.P., a Delaware limited
 partnership

			
		 		 	 By: GRIFFIN CAPITAL NET LEASE

       REIT, INC., a Maryland corporation,
        its General Partner

			
		 		 	       By: /s/ Joseph E. Miller
		 		 	       Name: Joseph E. Miller
		 		 	       Title:   Authorized Officer


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[Signature Page to First Amendment to Amended and Restated Credit Agreement] 






 
			
	 RENFRO PROPERTIES LLC, a California
 limited liability company

		
	By:	 	 THE GC NET LEASE REIT OPERATING
 PARTNERSHIP, L.P., a Delaware limited
 partnership

		
		 	 By: GRIFFIN CAPITAL NET LEASE

       REIT, INC., a Maryland corporation,
        its General Partner

		
		 	      By: /s/ Joseph E. Miller
		 	      Name: Joseph E. Miller
		 	      Title:   Authorized Officer
	
	 THE GC NET LEASE (LOVELAND) INVESTORS,
 LLC, a Delaware limited liability company

		
	By:	 	 THE GC NET LEASE REIT OPERATING
 PARTNERSHIP, L.P., a Delaware limited
 partnership

		
		 	 By: GRIFFIN CAPITAL NET LEASE

       REIT, INC., a Maryland corporation,
        its General Partner

		
		 	       By: /s/ Joseph E. Miller
		 	       Name: Joseph E. Miller
		 	       Title: Authorized Officer


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[Signature Page to First Amendment to Amended and Restated Credit Agreement] 






 
									
	 THE GC NET LEASE (REDMOND)
 INVESTORS, LLC, a Delaware limited liability
 company

			
		 	By:	 	 THE GC NET LEASE (REDMOND)
 MEMBER, LLC, a Delaware limited
 liability company

				
		 		 	By:	 	 THE GC NET LEASE REIT
 OPERATING PARTNERSHIP, L.P., a
Delaware limited partnership

					
		 		 		 	By:	 	 GRIFFIN CAPITAL NET LEASE
 REIT, INC., a Maryland
 corporation, its General Partner

				
		 		 	By:	 	 /s/ Joseph E. Miller

		 		 	Name: Joseph E. Miller
		 		 	Title: Chief Financial Officer
	
	 KEYBANK NATIONAL ASSOCIATION, as
 Agent and as a Lender

		
	By:	 	 /s/ Christopher T. Neil

	Name:	 	Christopher T. Neil
	Title:	 	Senior Relationship Manager
	
	BANK OF AMERICA, N.A.
		
	By: 	 	 /s/ James Johnson

	Name:	 	James Johnson
	Title:	 	Senior Vice President
	
	NORTH SHORE COMMUNITY BANK & TRUST COMPANY
		
	By: 	 	 /s/ Christopher J. Newton

	Name:	 	Christopher J. Newton
	Title:	 	Managing Director


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[Signature Page to First Amendment to Amended and Restated Credit Agreement] 






 
			
	REGIONS BANK
		
	By:	 	 /s/ Lee Surtees

	Name:	 	Lee Surtees
	Title:	 	Director


 [Signature Page to First Amendment to Amended and Restated Credit Agreement] 






 Schedule 2.01 

LENDER COMMITMENTS 
  

									
	Name	  	Commitments	 	  	Applicable
Percentage	 
	 KEYBANK, NATIONAL ASSOCIATION
	  	$	35,000,000	  	  	 	30.43	% 
			
	 BANK OF AMERICA, N.A.
	  	$	35,000,000	  	  	 	30.43	% 
			
	 NORTH SHORE COMMUNITY BANK & TRUST COMPANY
	  	$	10,000,000	  	  	 	8.71	% 
			
	 REGIONS BANK
	  	$	35,000,000.00	  	  	 	30.43	% 
	 TOTAL
	  	$	115,000,000	  	  	 	100	% 

 Schedule 2.01