Exhibit 10.3





 


FIRST
AMENDED AND RESTATED CONTRIBUTION AGREEMENT


 


THIS FIRST AMENDED
AND RESTATED CONTRIBUTION AGREEMENT (this “Agreement”) is entered into as of August 1, 2019, among GLOBAL
NET LEASE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (“Borrower”), GLOBAL NET LEASE,
INC., a Maryland corporation (“REIT”), ARC GLOBAL HOLDCO, LLC, a Delaware limited liability company
(“International Holdco”), ARC GLOBAL II HOLDCO, LLC, a Delaware limited liability company (“Global
II Holdco”), EACH OF THE ENTITIES IDENTIFIED AS “SUBSIDIARY GUARANTORS” ON THE SIGNATURE PAGES OF THIS
AGREEMENT (the “Initial Subsidiary Guarantors”) and EACH ADDITIONAL SUBSIDIARY GUARANTOR (AS DEFINED
IN THE HEREINAFTER-DEFINED CREDIT AGREEMENT) THAT MAY HEREAFTER BECOME A PARTY TO THIS AGREEMENT (the “Additional
Subsidiary Guarantors”; the Initial Subsidiary Guarantors and the Additional Subsidiary Guarantors are sometimes hereinafter
referred to individually as a “Subsidiary Guarantor” and collectively as “Subsidiary Guarantors”;
REIT, International Holdco, Global II Holdco and the Subsidiary Guarantors are sometimes hereinafter referred to individually as
a “Guarantor” and collectively as “Guarantors”; and Borrower and Guarantors are sometimes
hereinafter referred to individually as a “Contributing Party” and collectively as the “Contributing
Parties”).


 


WITNESSETH:


 


WHEREAS, Borrower,
KeyBank National Association (“KeyBank”), the other lending institutions party thereto and KeyBank, as agent,
previously entered into that certain Credit Agreement dated as of July 24, 2017, as amended by that certain First Amendment to
Credit Agreement dated as of March 29, 2018 (collectively, the “Original Credit Agreement”);


 


WHEREAS, Borrower,
KeyBank National Association (“KeyBank”), in its capacity as a Lender, the other Lenders which are or may hereafter
become a party thereto (KeyBank, together with such other lending institutions are hereinafter referred to collectively as the
“Lenders”), and KeyBank, as agent (the “Agent”) have entered into that certain First Amended
and Restated Credit Agreement dated as of even date herewith (such agreement, as the same may be varied, extended, supplemented,
consolidated, amended, replaced, increased, renewed or modified or restated from time to time, the “Credit Agreement”),
which amends and restates the Original Credit Agreement, and pursuant to the Credit Agreement, the Lenders have agreed to extend
financial accommodations to the Borrower;


 


WHEREAS, as a condition
to the making of certain Loans and issuing certain Letters of Credit pursuant to the Credit Agreement, the Lenders have required
that Guarantors execute and deliver that certain First Amended and Restated Unconditional Guaranty of Payment and Performance dated
as of even date herewith (as the same may be varied, extended, supplemented, consolidated, amended, replaced, increased, renewed
or modified or restated from time to time, the “Guaranty”), pursuant to which, among other things, Guarantors
have agreed to guarantee the respective obligations described in the Guaranty;


 


WHEREAS, Borrower is
a direct subsidiary of REIT and International Holdco, Global II Holdco and the Subsidiary Guarantors are direct or indirect Wholly-Owned
Subsidiaries of Borrower; and


 




     


     


    

 


WHEREAS, Guarantors
are engaged in common business enterprises related to those of Borrower and each Guarantor will derive substantial direct or indirect
economic benefit from the effectiveness and existence of the Credit Agreement and the other Loan Documents.


 


NOW, THEREFORE, in
consideration of the premises and the covenants hereinafter contained, and to induce the Lenders to make the Loans and issue Letters
of Credit and the Contributing Parties to execute and deliver the Loan Documents to which they are a party, it is agreed as follows:


 


1.          Definitions.
Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement.


 


2.          Contribution.


 


(a)          To
the extent that a Guarantor shall make a payment (a “Payment”) of a portion of the Obligations pursuant to the
Guaranty, the Guarantor that made such Payment shall be entitled to contribution and indemnification from, and be reimbursed by,
the other Contributing Parties in an aggregate amount equal to the lesser of (a) the amount derived by subtracting from any such
Payment the Allocable Amount (as defined below) of such Contributing Party that made such Payment, and (b) the Allocable Amount
for the other Contributing Parties.


 


(b)          As
of any date of determination, the “Allocable Amount” of each Contributing Party shall be equal to the maximum
amount of liability which could be asserted against such Contributing Party hereunder with respect to the applicable Payment without
(i) rendering such Contributing Party “insolvent” within the meaning of Section 101(32) of the Bankruptcy Code
or Section 2 of either the Uniform Voidable Transactions Act (the “UVTA”) or the Uniform Fraudulent Conveyance
Act (the “UFCA”) or the fraudulent conveyance and transfer laws of the State of New York or such other jurisdiction
whose laws shall be determined to apply to the transactions contemplated by this Agreement (the “Applicable State Fraudulent
Conveyance Laws”), (ii) leaving such Contributing Party with unreasonably small capital, within the meaning of Section
548 of the Bankruptcy Code or Section 4 of the UVTA or Section 5 of the UFCA or the Applicable State Fraudulent Conveyance Laws,
or (iii) leaving such Contributing Party unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy
Code or Section 4 of the UVTA or Section 6 of the UFCA or the Applicable State Fraudulent Conveyance Laws.


 


3.          No
Impairment. This Agreement is intended only to define the relative rights of the Contributing Parties, and nothing set forth
in this Agreement is intended to or shall reduce or impair the obligations of any Contributing Party to pay any amounts, as and
when the same shall become due and payable, in accordance with the terms of the applicable Loan Documents.


 


4.          Rights
Constitute Assets. The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute
assets in favor of each Contributing Party.


 




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5.          Effectiveness.
This Agreement shall become effective upon its execution by each of the Contributing Parties and shall continue in full force and
effect and may not be terminated or otherwise revoked by any Contributing Party until all of the Obligations shall have been indefeasibly
paid in full (in lawful money of the United States of America or such other Currency as may be required under the Credit Agreement
for the repayment of such Obligations) and discharged (other than contingent obligations for indemnification, expense reimbursement,
tax gross-up or yield protection as to which no claim has been made), all Letters of Credit are returned undrawn or cash collateralized
on terms acceptable to the relevant Issuing Bank in its sole discretion, and the Credit Agreement and financing arrangements evidenced
and governed by the Credit Agreement shall have been terminated; provided that this Agreement shall terminate with respect to any
Guarantor when such Guarantor is released from the Guaranty pursuant to Section 27 of the Guaranty to the extent no Payment has
been made at such time by any Guarantor.


 


6.          WAIVER
OF JURY TRIAL AND CERTAIN DAMAGE CLAIMS. EACH OF BORROWER, GUARANTORS, AGENT AND THE LENDERS HEREBY WAIVES ITS RIGHT TO A JURY
TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN
DOCUMENTS, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THEREUNDER OR THE PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS. BORROWER AND EACH
GUARANTOR HEREBY WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY SPECIAL, INDIRECT OR CONSEQUENTIAL
DAMAGES AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, PUNITIVE OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES.
EACH OF THE GUARANTORS THAT IS AN APPROVED FOREIGN ENTITY ACKNOWLEDGES AND AGREES THAT (1) IT IS OPERATING IN THE UNITED STATES
OF AMERICA FOR THE PURPOSE OF THIS AGREEMENT, AND (2) IT IS CONTRACTING IN THE UNITED STATES OF AMERICA FOR THE PURPOSES OF THIS
GUARANTY. ADDITIONALLY, EACH GUARANTOR THAT IS AN APPROVED FOREIGN ENTITY ACKNOWLEDGES AND AGREES THAT IT SUBJECT OT THE PERSONAL
JURISDICTION IN THE STATE OF NEW YORK EVEN THOUGH SUCH GUARANTOR IS A SOCIÉTÉ À RESPONSABILITÉ LIMITÉE
(SARL) ORGANIZED UNDER THE LAWS OF LUXEMBOURG, A SOCIÉTÉ CIVILE IMMOBILIÈRE (SCI) ORGANIZED UNDER THE LAWS
OF FRANCE, A MUTUAL REAL ESTATE COMPANY (MREC) ORGANIZED UNDER THE LAWS OF FINLAND OR OTHER TYPE OF NON-U.S. BUSINESS ENTITY PERMITTED
UNDER THE CREDIT AGREEMENT, AS APPLICABLE. BORROWER AND EACH GUARANTOR (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY
OF ANY LENDER OR AGENT HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER OR AGENT WOULD NOT, IN THE EVENT OF LITIGATION,
SEEK TO ENFORCE THE FOREGOING WAIVERS AND (B) ACKNOWLEDGES THAT AGENT AND THE LENDERS HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT
AND THE OTHER LOAN DOCUMENTS TO WHICH THEY ARE PARTIES BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS CONTAINED IN THIS
SECTION 6. BORROWER AND EACH GUARANTOR ACKNOWLEDGES THAT IT HAS HAD AN OPPORTUNITY TO REVIEW THIS SECTION 6 WITH LEGAL COUNSEL
AND THAT EACH BORROWER AND GUARANTOR AGREES TO THE FOREGOING AS ITS FREE, KNOWING AND VOLUNTARY ACT.


 




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7.          Governing
Law. This Agreement shall, pursuant to New York General Obligations Law Section 5-1401, be governed by and construed in accordance
with the laws of the State of New York.


 


8.          Amendment
and Restatement. This Agreement amends, restates and supersedes in its entirety that certain Contribution Agreement dated as
of July 24, 2017 (as amended, supplemented and/or modified from time to time) by and among Borrower and Guarantors.


 


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IN WITNESS WHEREOF,
Borrower and Guarantors have executed and delivered this Agreement as of the date first above written.


 


	 	BORROWER:
	 	 	 
	 	GLOBAL NET LEASE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership
	 	 	 
	 	By: 	GLOBAL NET LEASE, INC., a Maryland corporation, its general partner
	 	 
	 	 	By:	/s/ Christopher Masterson
	 	 	Name:	Christopher Masterson
	 	 	Title:	CFO, Treasurer, and Secretary


 


	 	REIT:
	 	 
	 	GLOBAL NET LEASE, INC., a Maryland corporation
	 	 
	 	By:	 /s/ Christopher Masterson
	 	Name:	 Christopher Masterson
	 	Title:	 CFO, Treasurer, and Secretary


 


	 	INTERNATIONAL HOLDCO:
	 	 
	 	ARC GLOBAL HOLDCO, LLC, a Delaware limited liability company
	 	 
	 	By:	/s/ Michael R. Anderson
	 	Name:	Michael R. Anderson
	 	Title:	Authorized Signatory


 


	 	GLOBAL II HOLDCO:
	 	 
	 	ARC GLOBAL II HOLDCO, LLC, a Delaware limited liability company
	 	 
	 	By:	/s/ Michael R. Anderson
	 	Name:	Michael R. Anderson
	 	Title:	Authorized Signatory


 


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First Amended and Restated
Contribution Agreement


  




     


     


    

 


	 	INITIAL SUBSIDIARY GUARANTORS:
	 	 
	 	ARC GSFRNTN001, LLC,
	 	ARC TFDPTIA001, LLC,
	 	ARC NOWILND001, LLC,
	 	ARC GSDVRDE001, LLC,
	 	ARC GSGTNPA001, LLC,
	 	ARC GSMSSTX001, LLC,
	 	ARC GSDALTX001, LLC,
	 	ARC NOPLNTX001, LLC,
	 	ARC DRINDIN001, LLC,
	 	ARC VALWDCO001, LLC,
	 	ARC GBLMESA001, LLC,
	 	ARC FEAMOTX001, LLC,
	 	ARC FECPEMA001, LLC,
	 	ARC WNBRNMO001, LLC,
	 	ARC VCLIVMI001, LLC,
	 	ARC CTFTMSC001, LLC, each a Delaware limited liability company


 


	 	By:	/s/ Michael R. Anderson
	 	Name:	Michael R. Anderson
	 	Title:	Authorized Signatory


 


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First Amended and Restated
Contribution Agreement


 




     


     


    

 


	 	ARC TFKMZMI001, LLC,
	 	ARC SWWSVOH001, LLC,
	 	ARC FD73SLB001, LLC,
	 	ARC WMWSLNC001, LLC,
	 	ARC SANPLFL001, LLC,
	 	ARC FEWNAMN001, LLC,
	 	ARC DG40PCK001, LLC,
	 	ARC FEWTRNY001, LLC,
	 	ARC KUSTHMI001, LLC,
	 	ARC FELEXKY001, LLC,
	 	ARC GECINOH001, LLC,
	 	ARC DNDUBOH001, LLC,
	 	ARC FELKCLA001, LLC,
	 	ARC FD34PCK001, LLC,
	 	ARC OGHDGMD001, LLC,
	 	ARC FSMCHIL001, LLC,
	 	ARC FEBILMA001, LLC,
	 	ARC AMWCHKS001, LLC,
	 	ARC FESALUT001, LLC,
	 	ARC CGJNSMI001, LLC;
	 	ARC CGFRSMI001, LLC, each a Delaware limited liability company


 


	 	By:	 /s/ Michael R. Anderson
	 	Name:	Michael R. Anderson
	 	Title:	Authorized Signatory


 


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First Amended and Restated
Contribution Agreement


 




     


     


    

 


	 	ARC FEPIESD001, LLC,
	 	ARC GSFFDME001, LLC,
	 	ARC GSRNGME001, LLC,
	 	ARC GSRPCSD001, LLC,
	 	ARC TRLIVMI001, LLC,
	 	ARC FEHBRKY001, LLC,
	 	ARC CGMARSC001, LLC,
	 	ARC CGLGNIN001, LLC,
	 	ARC JTCHATN001, LLC,
	 	ARC JTCHATN002, LLC,
	 	ARC BHSBDIN001, LLC,
	 	ARC HLHSNTX001, LLC,
	 	ARC FEMANMN001, LLC,
	 	ARC GSRTNNM001, LLC,
	 	ARC ACHNETH001, LLC,
	 	ARG CBSKSMO001, LLC,
	 	ARC ODVLONET001, LLC,
	 	ARG VAGNVFL001, LLC,
	 	ARG LSWYGMI001, LLC,
	 	ARG LSCHIIL001, LLC,
	 	ARG LSCHIIL002, LLC,
	 	ARG LSCHIIL003, LLC, each a Delaware limited liability company


 


	 	By:	/s/ Michael R. Anderson
	 	Name:	Michael R. Anderson
	 	Title:	Authorized Signatory


 


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First Amended and Restated
Contribution Agreement


  




     


     


    

 


	 	ARG CSBLVMI001, LLC,
	 	ARG CSHMDIN001, LLC,
	 	ARG CSLIVMI001, LLC,
	 	ARG CSTWBOH001, LLC,
	 	ARG CSWYGMI001, LLC,
	 	ARG FCSTHMI001, LLC,
	 	ARG DPSPNIA001, LLC,
	 	ARC FEGBRNC001, LLC,
	 	ARC DBGESRG001, LLC,
	 	ARG NIGTNMA001, LLC,
	 	ARG LKCLLAL001, LLC,
	 	ARG GASTNMI001, LLC,
	 	ARG WGPTBPA001, LLC,
	 	ARG VFKCYKS001, LLC,
	 	ARG CMGLTWY001, LLC,
	 	ARG SSFSRIN001, LLC,
	 	ARG EQWBGPA001, LLC,
	 	ARG HCCLHGA001, LLC,
	 	ARG SNCSPCO001, LLC, each a Delaware limited liability company


 


	 	By:	/s/ Michael R. Anderson
	 	Name:	Michael R. Anderson
	 	Title:	 Authorized Signatory


  


First Amended and Restated
Contribution Agreement