Exhibit 10.2


 


Execution
Version


 


SEVENTH AMENDMENT TO CREDIT AGREEMENT


 


SEVENTH
AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) dated as of June 1, 2015, among GLOBAL NET LEASE OPERATING
PARTNERSHIP, L.P. (formerly known as American Realty Capital Global Operating Partnership, L.P.), a Delaware limited partnership
(“Borrower”), GLOBAL NET LEASE, INC. (formerly known as American
Realty Capital Global Trust, Inc.), a Maryland corporation (“Parent”),
ARC GLOBAL HOLDCO, LLC, a Delaware limited liability company (“International Holdco”), the SUBSIDIARY GUARANTORS
party hereto (the “Subsidiary Guarantors”; Parent, International Holdco and each of the Subsidiary Guarantors,
individually, a “Guarantor Party” and, collectively, the “Guarantor Parties”), the LENDERS
(defined below) party hereto, and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (together with its successors
and assigns in such capacity, the “Administrative Agent”).


 


RECITALS:


 


A.           Borrower,
the Administrative Agent and certain lenders (together with their respective successors and assigns, the “Lenders”)
are parties to that certain Credit Agreement dated as of July 25, 2013, as amended by that certain First Amendment to Credit Agreement
dated as of November 22, 2013, that certain letter agreement regarding updated schedules dated as of November 22, 2013, that certain
letter agreement regarding updated schedules dated as of December 20, 2013, that certain letter agreement regarding updated schedules
dated as of January 15, 2014, that certain Omnibus Amendment to Loan Documents dated as of March 26, 2014, that certain letter
agreement regarding updated schedules dated as of April 17, 2014, that certain Third Amendment to Credit Agreement dated as of
June 24, 2014, that certain letter agreement regarding updated schedules dated as of June 24, 2014, that certain Fourth Amendment
to Credit Agreement dated as of July 29, 2014, that certain letter agreement regarding updated schedules dated as of July 30, 2014,
that certain letter agreement regarding updated schedules dated as of August 25, 2014, that certain Fifth Amendment to Credit Agreement
dated as of October 16, 2014, that certain letter agreement regarding updated schedules dated as of October 22, 2014, that certain
letter agreement regarding updated schedules dated as of December 12, 2014, that certain Sixth Amendment to Credit Agreement dated
as of December 16, 2014, that certain letter agreement regarding updated schedules dated as of January 16, 2015, that certain letter
agreement regarding updated schedules dated as of March 19, 2015, and that certain letter agreement regarding updated schedules
dated as of April 10, 2015 (as so amended, the “Credit Agreement”; and except as otherwise herein expressly
provided, each initially capitalized term used herein has the meaning assigned to such term in the Credit Agreement, as amended
by this Agreement).


 


B.           The
Guarantor Parties are party to that certain Guaranty in favor of the Administrative Agent on behalf of the Lenders and the Issuing
Bank dated as of July 25, 2013.


 


C.           The
parties hereto desire to amend the Credit Agreement as set forth herein.


 


NOW, THEREFORE, for
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:


 


Section 1.          Amendment
of Credit Agreement. Effective as of the Effective Date (defined below), the Credit Agreement is hereby amended as follows:


 


(a)        The
definition of “Advisor” set forth in Section 1.01 of the Credit Agreement is hereby deleted in its entirety and replaced
with the following:


 


““Advisor”
means Global Net Lease Advisors, LLC (formerly known as American Realty Capital Global Advisors, LLC), a Delaware limited liability
company.”


 


(b)        The
definition of “Borrower” set forth in Section 1.01 of the Credit Agreement is hereby deleted in its entirety and replaced
with the following:


 




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““Borrower”
means Global Net Lease Operating Partnership, L.P. (formerly known as American Realty Capital Global Operating Partnership, L.P.),
a Delaware limited partnership.”


 


(c)          The
definition of “Consolidated EBITDA” set forth in Section 1.01 of the Credit Agreement is hereby amended by (i) replacing
the word “and” immediately preceding sub-clause (b)(viii)(B) with a comma and (ii) inserting a new sub-clause (b)(viii)(C)
immediately following sub-clause (b)(viii)(B) as follows:


 


“and
(C) the Tender Offer Transaction and any related transactions, including the listing of Equity Interests of the REIT, the issuance
of the Incentive Listing Note and the entry into the Outperformance Agreement,”


 


(d)          Clause
(d) of the definition of “Consolidated Fixed Charges” set forth in Section 1.01 of the Credit Agreement is hereby deleted
in its entirety and replaced with the following:


 


“(d) Restricted Payments
(other than Restricted Payments made under the Outperformance Agreement or the Incentive Listing Note) paid in cash with respect
to preferred Equity Interests of such Person during such Measuring Period.”


 


(e)          The
second sentence of the definition of “Consolidated Interest Expense” set forth in Section 1.01 of the Credit Agreement
is hereby deleted in its entirety and replaced with the following:


 


“Consolidated
Interest Expense shall exclude (a) interest rate hedge termination payments or receipts, (b) loan prepayment costs, (c) upfront
loan fees, (d) interest expense covered by an interest reserve established under a loan facility, (e) any interest expense under
any construction loan or construction activity that under GAAP is required to be capitalized, (f) any interest expense in respect
of any convertible Indebtedness in excess of the cash coupon on such convertible Indebtedness and (g) any interest expense in respect
of the Incentive Listing Note.”


 


(f)          The
definition of “Consolidated Total Debt” set forth in Section 1.01 of the Credit Agreement is hereby deleted in its
entirety and replaced with the following:


 


““Consolidated
Total Debt” means, as of any date of determination, (1) the REIT’s consolidated pro rata share of Indebtedness
(excluding intracompany Indebtedness) which includes all GAAP Indebtedness (adjusted to eliminate increases or decreases arising
from ASC-805) including recourse and non-recourse mortgage debt, letters of credit, net obligations under uncovered interest rate
contracts, contingent obligations to the extent the obligations are binding, unsecured debt, capitalized lease obligations (including
ground leases), guarantees of indebtedness (excluding traditional carve-outs relating to non-recourse debt obligations) and subordinated
debt, (2) the REIT’s pro rata share of preferred obligations that are structurally senior to the Obligations and (3) the
REIT’s Ownership Share of Consolidated Total Debt of its Unconsolidated Joint Ventures (calculated on a basis consistent
with clauses (1) and (2) above).”


 


(g)          The
definition of “FFO” set forth in Section 1.01 of the Credit Agreement is hereby deleted in in its entirety and replaced
with the following:


 


““FFO”
means “Funds From Operations” as such term is defined by the National Association of Real Estate Investment Trusts
as of the Effective Date (or, if approved by the Borrower and the Administrative Agent, as such meaning may be updated from time
to time), as adjusted by acquisition and transaction related costs and expenses for acquisitions and transactions that were consummated
or unconsummated and impairment of real estate assets for the REIT and its Subsidiaries, plus any interest expense in respect of
any convertible Indebtedness in excess of the cash coupon on such convertible Indebtedness, plus any non-cash charges.”


 


(h)          The
following definition of “Gross Proceeds” is hereby added to Section 1.01 of the Credit Agreement:


 




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““Gross Proceeds”
means the aggregate purchase price of all shares of common stock of the REIT sold for the account of the REIT through an offering,
without deduction for organization and offering expenses. For the purpose of computing Gross Proceeds, the purchase price of any
share of common stock of the REIT for which reduced selling commissions are paid to (i) Realty Capital Securities, LLC, or any
successor dealer manager to the REIT or (ii) a broker-dealer (where net proceeds to the REIT are not reduced) shall be deemed to
be the full amount of the offering price per share of common stock of the REIT pursuant to the registration statement for such
offering without reduction.”


 


(i)          The
following definition of “Incentive Listing Note” is hereby added to Section 1.01 of the Credit Agreement:


 


““Incentive
Listing Note” means the convertible note, in form and substance reasonably satisfactory to the Administrative Agent
(it being acknowledged that the draft Incentive Listing Note attached as Exhibit L-1 is reasonably satisfactory to it) to be issued
by the Borrower to the Special Limited Partner to redeem the Special Limited Partner’s interest in the Borrower, in an amount
equal to (a) fifteen percent (15%) of the amount, if any, by which (i) the sum of (A) the average closing price of the shares of
common stock over the thirty (30) consecutive trading days during which the shares of the REIT’s common stock are eligible
for trading beginning one hundred eighty (180) days after trading in the shares of common stock first commences or commenced multiplied
by the number of shares of the REIT’s common stock outstanding on the day trading first commences or commenced plus
(B) the sum of all distributions of money or other property by the REIT to the holders of its common stock, including distributions
that may constitute a return of capital for U.S. federal income tax purposes, prior to listing, exceeds (ii) the sum of (Y) the
total Gross Proceeds in all public offerings of shares of common stock of the REIT plus (Z) the total amount of cash that, if distributed
to the holders of its common stock of the REIT who purchased shares of common stock in any offering, would have provided such holders
of its common stock a six percent (6.0%) cumulative, non-compounded, pre-tax annual return (based on a 365-day year) on the Gross
Proceeds raised in all such offerings as of the listing, minus (b) the aggregate amount of distributions made to the Special
Limited Partner, pursuant to the partnership agreement of the Borrower, from the net proceeds of asset sales prior to the determination
of the amount calculated pursuant to clause (a)(i)(A) above. The Incentive Listing Note may be converted into operating partnership
units of the Borrower pursuant to the terms thereof and the terms of the Second Amended and Restated Agreement of Limited Partnership
of Global Net Lease Operating Partnership, L.P., as in effect on the Seventh Amendment Effective Date.”


 


(j)          The
following sentence is hereby added after the last sentence of the definition of “Indebtedness” set forth in Section
1.01 of the Credit Agreement:


 


“Notwithstanding
the foregoing, “Indebtedness” shall not include the Incentive Listing Note.”


 


(k)          The
definition of “Loan Documents” set forth in Section 1.01 of the Credit Agreement is hereby deleted in in its entirety
and replaced with the following:


 


““Loan Documents”
means this Agreement (including without limitation, schedules and exhibits thereto), the Notes, the Guaranty, the Letter of Credit
documents, the Security Documents, the Subordination Agreement, any letter agreements with respect to fees payable to the Arrangers,
the Administrative Agent and/or the Lenders and any agreements entered into in connection therewith, including amendments, modifications
or supplements thereto or waivers thereof.”


 


(l)          The
following definition of “Modified Funds From Operations” is hereby added to Section 1.01 of the Credit Agreement:


 




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““Modified
Funds From Operations” means, with respect to any fiscal quarter, the FFO of the REIT and its Subsidiaries for such
fiscal quarter, adjusted for the following items, as applicable, included in the determination of GAAP net income for such fiscal
quarter (without duplication of any adjustments included in FFO for such quarter): acquisition fees and expenses; amounts relating
to amortization of above and below market leases and liabilities (which are adjusted in order to reflect such payments from a GAAP
accrual basis to a cash basis of disclosing the rent and lease payments); accretion of discounts and amortization of premiums on
debt investments; mark-to-market adjustments included in net income; non-recurring expenses; gains or losses included in net income
from the extinguishment or sale of debt, hedges, foreign exchange, derivatives or securities holdings where trading of such holdings
is not a fundamental attribute of the business plan, unrealized gains or losses resulting from consolidation from, or deconsolidation
to, equity accounting, and after adjustments for consolidated and unconsolidated partnerships and joint ventures, determined in
a manner consistent with the Investment Program Association’s Guideline 2010-01 (it being understood that Modified Funds
From Operations shall not include an adjustment for amounts relating to deferred rent receivables), Supplemental Performance Measure
for Publicly Registered, Non-Listed REITs: Modified Funds from Operations, or the Practice Guideline, issued in November 2010;
and other non-cash charges. Modified Funds from Operations for any period in excess of one fiscal quarter shall be calculated by
aggregating the Modified Funds from Operations for all fiscal quarters included in such period.”


 


(m)          The
following definition of “Outperformance Agreement” is hereby added to Section 1.01 of the Credit Agreement:


 


““Outperformance
Agreement” means the 2015 Advisor Multi-Year Outperformance Agreement, to be entered into among the REIT, the Borrower
and the Advisor and in form and substance substantially consistent with the draft Outperformance Agreement attached as Exhibit
L-2, as amended or otherwise modified from time to time.”


 


(n)          Clause
(a) of the definition of “Permitted Transfer” set forth in Section 1.01 of the Credit Agreement is hereby deleted in
its entirety and replaced with the following:


 


“(a)          any
direct or indirect Disposition of Equity Interests in the REIT or the Borrower so long as no Change in Control occurs;”


 


(o)          The
definition of “REIT” set forth in Section 1.01 of the Credit Agreement is hereby deleted in in its entirety and replaced
with the following:


 


““REIT”
means Global Net Lease, Inc. (formerly known as American Realty Capital Global Trust, Inc.),
a Maryland corporation.”


 


(p)          The
following definition of “Seventh Amendment Effective Date” is hereby added to Section 1.01 of the Credit Agreement:


 


““Seventh Amendment
Effective Date” means May [●], 2015.”


 


(q)          The
definition of “Special Limited Partner” set forth in Section 1.01 of the Credit Agreement is hereby deleted in its
entirety and replaced with the following:


 


““Special
Limited Partner” means Global Net Lease Special Limited Partner, LLC (formerly known as American Realty Capital Global
Special Limited Partnership, LLC), a Delaware limited liability company.”


 


(r)          The
following definition of “Subordination Agreement” is hereby added to Section 1.01 of the Credit Agreement:


 




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““Subordination
Agreement” means that certain Subordination Agreement, to be entered into among the Borrower, the Special Limited
Partner and the Administrative Agent (on behalf of the Lenders) and in the form and substance of Exhibit L-3, as amended or otherwise
modified from time to time.”


 


(s)          The
following definition of “Tender Offer Transaction” is hereby added to Section 1.01 of the Credit Agreement:


 


““Tender Offer
Transaction” shall have the meaning assigned to such term in Section 5.08.”


 


(t)          The
definition of “Total Funded Debt” set forth in Section 1.01 of the Credit Agreement is hereby deleted in its entirety
and replaced with the following:


 


““Total Funded
Debt” means, as of any date, Consolidated Total Debt excluding deferred income taxes, security deposits, accounts
payable and accrued liabilities, and any prepaid rents, in each case determined in accordance with GAAP.”


 


(u)          Section
3.21 of the Credit Agreement is hereby deleted in its entirety and replaced with the following:


 


“SECTION 3.21 Executive
Offices; Places of Organization. As of the Seventh Amendment Effective Date, the principal offices, chief executive offices
and principal places of business of the REIT and the Borrower are located at c/o American Realty Capital, 405 Park Avenue, 14th
Floor, New York, New York 10022.”


 


(v)         Section
5.08 of the Credit Agreement is hereby deleted in its entirety and replaced with the following:


 


“SECTION
5.08 Use of Proceeds. The proceeds of the Loans will be used only (a) to purchase or lease Real Property or other assets
pursuant to investment guidelines of the REIT, (b) for operating expenses, capital improvements, equity investments, acquisitions,
repayments of indebtedness, working capital and debt service for the Loan Parties and their subsidiaries and (c) for other
general corporate purposes (including for the purpose of any tender offer in conjunction with listing Equity Interests of the REIT
on a nationally listed exchange (the “Tender Offer Transaction”) and for the repurchase of any Equity
Interests of the Borrower in conjunction with such tender offer). No part of the proceeds of any Loan will be used, whether directly
or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and
X. Letters of Credit will be issued only to support payment and performance obligations of the Borrower and the Subsidiaries incurred
in the ordinary course of business.”


 


(w)         The
last sentence of section 5.15(a) of the Credit Agreement is hereby deleted in its entirety and replaced with the following:


 


“Each Subordinated Creditor
agrees to make no claim for, or receive payment with respect to, such Subordinated Debt until all Obligations (other than contingent
indemnification obligations to the extent no claim giving rise thereto has been asserted) and the obligations under the Guaranty
have been fully discharged in cash, unless at the time of such claim or payment (i) no Default and no Event of Default has occurred
and is continuing and (ii) the Borrower and the REIT will remain in pro forma compliance with the covenants set forth in Section
6.07 immediately after giving effect to any such payment.”


 


(x)          Section
6.06(a) of the Credit Agreement is hereby deleted in its entirety and replaced with the following:


 




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“(a)          in
respect of (i) the fiscal year of the Borrower ending December 31, 2013, any Restricted Payment in the form of cash and (ii) each
fiscal year of the Borrower thereafter, any Restricted Payment in the form of cash to the extent all Restricted Payments in the
form of cash in any such fiscal year and made pursuant to this clause (a)(ii) do not exceed 95% of the aggregate amount of Modified
Funds From Operations of the REIT and its Subsidiaries for such fiscal year;”


 


(y)          Section
6.06(c) of the Credit Agreement is hereby deleted in its entirety and replaced with the following:


 


“(c)          Restricted
Payments to its equity owners pursuant to Section 5.02 of the Second Amended and Restated Agreement of Limited Partnership of Global
Net Lease Operating Partnership, L.P., as of the Seventh Amendment Effective Date;”


 


(z)          Section
6.06(i) of the Credit Agreement is hereby deleted in its entirety and replaced with the following:


 


“(i)            the
REIT, the Borrower and each other Loan Party may make Restricted Payments in connection with (i) the implementation of or pursuant
to any retirement, health, stock option and other benefit plans, bonus plans, performance-based incentive plans, and other similar
forms of compensation for the benefit of the directors, officers and employees of the REIT, the Borrower or such other Loan Party
and (ii) the implementation of, or pursuant to, the Outperformance Agreement;”


 


(aa)         The
word “and” following the semicolon at the end of Section 6.06(k) of the Credit Agreement is hereby deleted.


 


(bb)         The
period at the end of Section 6.06(l) of the Credit Agreement is hereby deleted and replaced with a semicolon.


 


(cc)         The
following is hereby added to the Credit Agreement as new Sections 6.06(m) and (n) thereof:


 


“(m)           the
Borrower and the REIT may consummate the Tender Offer Transaction, and make Restricted Payments to fund the consideration therefor;
and


 


(n)            for
the avoidance of doubt, to the extent constituting a Restricted Payment, Borrower may make payments of the Incentive Listing Note
to the extent not in contravention of the Subordination Agreement, including, without limitation, (x) the conversion thereof
into operating partnership units pursuant to the terms thereof and the terms of the Second Amended and Restated Agreement of Limited
Partnership of Global Net Lease Operating Partnership, L.P., as of the Seventh Amendment Effective Date and (y) the transfer
of such operating partnership units from the Special Limited Partner to its executive officers and employees and to the holders
of Equity Interests of AR Capital, LLC, or their respective successors, assigns, heirs or estates.”


 


(dd)         Section
6.07(c) of the Credit Agreement is hereby deleted in its entirety and replaced with the following:


 


“(c)           Minimum
Consolidated Tangible Net Worth. The Consolidated Tangible Net Worth shall not be less than the sum of (i) $30,856,000 plus
(ii) an amount equal to eighty-five percent (85%) of the aggregate amount of any net cash proceeds of any Equity Issuances received
by the REIT or the Borrower after the Effective Date (other than proceeds received within ninety (90) days after the redemption,
retirement or repurchase of ownership or equity interests in the Borrower or the REIT, up to the amount paid by the Borrower or
the REIT in connection with such redemption, retirement or repurchase, where, for the avoidance of doubt, the net effect is that
the Consolidated Tangible Net Worth shall not have increased as a result of any such proceeds); provided, however, if the Tender
Offer Transaction is consummated, then from and after the date the Tender Offer Transaction is consummated, the Consolidated Tangible
Net Worth shall not be less than the sum of (x) $1,250,000,000 plus (y) an amount equal to eighty-five percent (85%) of
the aggregate amount of any net cash proceeds of any Equity Issuances received by the REIT or the Borrower after the date the Tender
Offer Transaction is consummated (other than proceeds received within ninety (90) days after the redemption, retirement or
repurchase of ownership or equity interests in the Borrower or the REIT, up to the amount paid by the Borrower or the REIT in connection
with such redemption, retirement or repurchase, where, for the avoidance of doubt, the net effect is that the Consolidated Tangible
Net Worth shall not have increased as a result of any such proceeds).”


 




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(ee)         The
word “and” following the semicolon at the end of Section 6.08(f) of the Credit Agreement is hereby deleted.


 


(ff)         The
period at the end of Section 6.08(g) of the Credit Agreement is hereby deleted and replaced with a semicolon.


 


(gg)         The
following is hereby added to the Credit Agreement as new Sections 6.08(h) and (i) thereof:


 


“(h)          subject
to the execution and delivery of the Subordination Agreement, the issuance of the Incentive Listing Note and the performance of
the obligations thereunder; and


 


(i)             the
entry into the Outperformance Agreement and the performance of the obligations thereunder.”


 


(hh)         The
following is hereby added to the Credit Agreement as new Section 6.23 thereof:


 


“SECTION
6.23 Incentive Listing Note. The Incentive Listing Note shall not be (a) modified, amended or waived in any respect without
the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed
(it being acknowledged that any failure to consent to any modification, amendment or waiver to the Incentive Listing Note that
would increase the Borrower’s payment obligations thereunder or waive a condition to payment shall not be unreasonable) or
(b) except as permitted in accordance with Section 6.06 and to the extent not in contravention of the Subordination Agreement,
paid, prepaid, amortized, purchased, retired, redeemed or otherwise acquired without the prior written consent of the Administrative
Agent, which may be withheld by the Administrative Agent in its sole and absolute discretion.”


 


(ii)         The
word “or” following the semicolon at the end of subparagraph (r) under Article VII of the Credit Agreement is hereby
deleted.


 


(jj)         The
word “or” is hereby added following the semicolon at the end of subparagraph (s) under Article VII of the Credit Agreement.


 


(kk)         The
following is hereby added to the Credit Agreement as new subparagraph (t) under Article VII thereof:


 


“(t)            any
default, material misrepresentation or breach of warranty in the Subordination Agreement by the Borrower or the Special Limited
Partner;”


 


(ll)         Exhibits
L-1, L-2 and L-3 attached hereto are hereby added and attached to the Credit Agreement as Exhibits L-1, L-2 and L-3 thereto.


 


Section 2.          Amendments
to Organizational Documents.


 


(a)          The
Administrative Agent (on behalf of the Lenders) hereby (x) acknowledges the REIT changing its name from American Realty Capital
Global Trust, Inc. to Global Net Lease, Inc., and (y) consents to the amendment to the REIT’s Organizational Documents
attached hereto as Annex A.


 




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(b)          The
Administrative Agent (on behalf of the Lenders) hereby (x) acknowledges the Borrower changing its name from American Realty
Capital Global Operating Partnership, L.P., to Global Net Lease Operating Partnership, L.P., and (y) agrees than an amendment
to the Borrower’s Organizational Documents that does not materially deviate in form and substance from the draft amendment
attached hereto as Annex B is not materially adverse to and has no substantive effect on the rights or interests of the
Lenders or the Issuing Bank in conjunction with the Loans or Letters of Credit or under the Loan Documents.


 


Section 3.          Amendment
to Advisory Agreement. The Administrative Agent (on behalf of the Lenders) hereby agrees that an amendment to the advisory
agreement between Parent, Borrower and the Advisor that does not materially deviate in form and substance from the draft amended
and restated agreement attached hereto as Annex C is not materially adverse to the interests of the Administrative Agent
or any Lender.


 


Section 4.          Effective
Date. The “Effective Date” shall be the date on which all of the following have been satisfied:


 


(a)          the
Administrative Agent shall have received signed counterparts of this Agreement from (i) Borrower and the Guarantor Parties and
(ii) Lenders constituting Required Lenders;


 


(b)          the
Administrative Agent shall have received evidence reasonably satisfactory to it that amended and restated articles of incorporation
for the REIT, reflecting the change in the REIT’s name from American Realty Capital Global Trust, Inc. to Global Net Lease,
Inc. have been filed with the appropriate office of the State of Maryland; and


 


(c)          the
Administrative Agent shall have received evidence reasonably satisfactory to it that an amended and restated certificate of limited
partnership for the Borrower, reflecting the change in the Borrower’s name from American Realty Capital Global Operating
Partnership, L.P. to Global Net Lease Operating Partnership, L.P. has been filed with the appropriate office of the State of Delaware;


 


(d)          the
Administrative Agent shall have received evidence reasonably satisfactory to it that a UCC-1 Financing Statement Amendment made
by Borrower, as debtor, in favor of Administrative Agent, as secured party, reflecting the change in the Borrower’s name
from American Realty Capital Global Operating Partnership, L.P. to Global Net Lease Operating Partnership, L.P. has been filed
with the appropriate office of the State of Delaware; and


 


(e)          the
Administrative Agent shall have been paid all reasonable out-of-pocket expenses, including reasonable legal fees for the Administrative
Agent’s outside counsel, due to it pursuant to the transaction contemplated herein and all reasonable outstanding out-of-pocket
fees and expenses, if any, that have been invoiced to Borrower to date.


 


Section 5.          Borrower’s
Representations. Borrower hereby represents and warrants to the Administrative Agent and the Lenders, as follows:


 


(a)          each
of the representations and warranties of Borrower contained or incorporated in the Credit Agreement, as amended by this Agreement,
or any of the other Loan Documents to which it is a party, are true and correct in all material respects on and as of the date
hereof (except if any such representation or warranty is expressly stated to have been made as of a specific date, then as of such
specific date);


 


(b)          as
of the date hereof and immediately after giving effect to this Agreement, no Default and no Event of Default has occurred and is
continuing;


 


(c)          Borrower’s
execution and delivery of this Agreement, and the performance of its obligations under this Agreement, are within the limited partnership
powers of Borrower and have been duly authorized by all necessary limited partnership action under Borrower’s Organizational
Documents, and this Agreement has been duly executed and delivered by Borrower and constitutes a legal, valid and binding obligation
of Borrower, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium
or other laws affecting creditors’ rights generally and subject to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law); and


 




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(d)          Borrower’s
execution and delivery of this Agreement (i) does not require any consent or approval of, registration or filing with, or
any other action by, any Governmental Authority, except for such as have been obtained or made and are in full force and effect,
(ii) does not violate any Applicable Law or regulation or the Organizational Documents of Borrower or any order of any Governmental
Authority and (iii) does not violate or result in a default under any indenture, agreement or other instrument binding upon
Borrower or any of its assets.


 


Section 6.          Guarantor
Parties’ Representations. Each Guarantor Party hereby represents and warrants to the Administrative Agent and the Lenders,
as follows:


 


(a)          each
of the representations and warranties of such Guarantor Party contained or incorporated in the Guaranty or any of the other Loan
Documents to which it is a party, are true and correct in all material respects on and as of the date hereof (except if any such
representation or warranty is expressly stated to have been made as of a specific date, then as of such specific date);


 


(b)          as
of the date hereof and immediately after giving effect to this Agreement, such Guarantor Party is in compliance with its obligations
under the Guaranty and each of the other Loan Documents to which it is a party;


 


(c)          such
Guarantor Party’s execution and delivery of this Agreement, and the performance of its obligations under this Agreement,
are within the corporate, partnership or limited liability company powers, as applicable, of such Guarantor Party and have been
duly authorized by all necessary corporate, partnership or limited liability company action, as applicable, under such Guarantor
Party’s Organizational Documents, and this Agreement has been duly executed and delivered by such Guarantor Party and constitutes,
a legal, valid and binding obligation of such Guarantor Party, enforceable in accordance with its terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general
principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and


 


(d)          such
Guarantor Party’s execution and delivery of this Agreement (i) does not require any consent or approval of, registration
or filing with, or any other action by, any Governmental Authority, except for such as have been obtained or made and are in full
force and effect, (ii) does not violate any Applicable Law or regulation or the Organizational Documents of such Guarantor
Party or any order of any Governmental Authority and (iii) does not violate or result in a default under any indenture, agreement
or other instrument binding upon such Guarantor Party or any of its assets.


 


Section 7.          Ratifications.


 


(a)          Borrower
hereby (i) reaffirms, ratifies, confirms, and acknowledges its obligations under the Credit Agreement (as amended hereby) and the
other Loan Documents to which it is a party and agrees to continue to be bound thereby and perform thereunder and (ii) agrees and
acknowledges that the Credit Agreement (as amended hereby) and the other Loan Documents and all of Borrower’s obligations
thereunder are and remain in full force and effect and, except as expressly provided herein, have not been affected, modified or
amended.


 


(b)          Each
Guarantor Party hereby (i) reaffirms, ratifies, confirms, and acknowledges its obligations under the Guaranty and the other Loan
Documents to which it is a party and agrees to continue to be bound thereby and perform thereunder and (ii) agrees and acknowledges
that the Guaranty and the other Loan Documents and all of its obligations thereunder are and remain in full force and effect and,
except as expressly provided herein, have not been affected, modified or amended.


 


Section 8.          Miscellaneous.


 


(a)          GOVERNING
LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


(b)          Amendments,
Etc. The terms of this Agreement may be waived, modified and amended only by an instrument in writing duly executed by the
party hereto against whom enforcement of such waiver, modification or amendment is sought (provided that, subject to the terms
of the Credit Agreement, the Administrative Agent may execute any such waiver, modification or amendment on behalf of the Lenders).
Any such waiver, modification or amendment shall be binding upon Borrower, the Guarantors, the Administrative Agent and the Lenders.


 




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(c)          Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of Borrower,
the Guarantor Parties, the Administrative Agent and the Lenders.


 


(d)          Captions.
The captions and section headings appearing herein are included solely for convenience of reference and are not intended to affect
the interpretation of any provision of this Agreement.


 


(e)          Counterparts.
This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument
and any of the parties hereto may execute this Agreement by signing any such counterpart. Delivery of an executed counterpart of
this Agreement by facsimile or email transmission shall be effective as manual delivery of an executed counterpart hereof.


 


(f)          Severability.
Any provision hereof which is held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability
of the remaining provisions hereof, and the invalidity of a particular provision in a particular jurisdiction shall not invalidate
such provision in any other jurisdiction.


 


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IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first above written.


 


	 	BORROWER:
	 	 
	 	GLOBAL NET LEASE OPERATING PARTNERSHIP, L.P. (formerly known as American Realty Capital Global Operating Partnership, L.P.), a Delaware limited partnership
	 	 	 
	 	By:	Global Net Lease, Inc. (formerly known as American Realty Capital Global Trust, Inc.), a Maryland corporation, its general partner
	 	 	 
	 	By:	/s/ Patrick Goulding
	 	 	Name:	Patrick Goulding
	 	 	Title:	Chief Financial Officer
	 	 
	 	PARENT:
	 	 
	 	Global Net Lease, Inc. (formerly known as American Realty Capital Global Trust, Inc.), a Maryland corporation
	 	 	 
	 	By:	/s/ Patrick Goulding
	 	 	Name:	Patrick Goulding
	 	 	Title:	Chief Financial Officer
	 	 
	 	INTERNATIONAL HOLDCO:
	 	 
	 	ARC GLOBAL HOLDCO, LLC, a Delaware limited liability company
	 	 	 
	 	By:	Global Net Lease Operating Partnership, L.P. (formerly known as American Realty Capital Global Operating Partnership, L.P.), a Delaware limited partnership, its sole member
	 	 	 
	 	By:	Global Net Lease, Inc. (formerly known as American Realty Capital Global Trust, Inc.), a Maryland corporation, its general partner
	 	 	 
	 	By:	/s/ Patrick Goulding
	 	 	Name:	Patrick Goulding
	 	 	Title:	Chief Financial Officer


 


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	 	SUBSIDIARY GUARANTORS:
	 	 
	 	ARC KSFTWPA001, LLC, a Delaware limited liability company
	 	 	 
	 	By:	Global Net Lease Operating Partnership, L.P. (formerly known as American Realty Capital Global Operating Partnership, L.P.), a Delaware limited partnership, its sole member
	 	 	 
	 	By:	Global Net Lease, Inc. (formerly known as American Realty Capital Global Trust, Inc.), a Maryland corporation, its general partner
	 	 	 
	 	By:	/s/ Patrick Goulding
	 	 	Name:  Patrick Goulding
	 	 	Title:  Chief Financial Officer
	 	 	 
	 	ARC PPHHTKY001, LLC, a Delaware limited liability company
	 	 	 
	 	By:	Global Net Lease Operating Partnership, L.P. (formerly known as American Realty Capital Global Operating Partnership, L.P.), a Delaware limited partnership, its sole member
	 	 	 
	 	By:	Global Net Lease, Inc. (formerly known as American Realty Capital Global Trust, Inc.), a Maryland corporation, its general partner
	 	 	 
	 	By:	/s/ Patrick Goulding
	 	 	Name:  Patrick Goulding
	 	 	Title:  Chief Financial Officer
	 	 	 
	 	ARC CWARANE001, LLC, a Delaware limited liability company
	 	 	 
	 	By:	Global Net Lease Operating Partnership, L.P. (formerly known as American Realty Capital Global Operating Partnership, L.P.), a Delaware limited partnership, its sole member
	 	 	 
	 	By:	Global Net Lease, Inc. (formerly known as American Realty Capital Global Trust, Inc.), a Maryland corporation, its general partner
	 	 	 
	 	By:	/s/ Patrick Goulding
	 	 	Name:  Patrick Goulding
	 	 	Title:  Chief Financial Officer


 


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	 	ARC CWGRDMI001, LLC, a Delaware limited liability company
	 	 
	 	By:	Global Net Lease Operating Partnership, L.P. (formerly known as American Realty Capital Global Operating Partnership, L.P.), a Delaware limited partnership, its sole member
	 	 	 
	 	By:	Global Net Lease, Inc. (formerly known as American Realty Capital Global Trust, Inc.), a Maryland corporation, its general partner
	 	 	 
	 	By:	/s/ Patrick Goulding
	 	 	Name:  Patrick Goulding
	 	 	Title:  Chief Financial Officer
	 	 	 
	 	ARC CWRVTIL001, LLC, a Delaware limited liability company
	 	 	 
	 	By:	Global Net Lease Operating Partnership, L.P. (formerly known as American Realty Capital Global Operating Partnership, L.P.), a Delaware limited partnership, its sole member
	 	 	 
	 	By:	Global Net Lease, Inc. (formerly known as American Realty Capital Global Trust, Inc.), a Maryland corporation, its general partner
	 	 	 
	 	By:	/s/ Patrick Goulding
	 	 	Name:  Patrick Goulding
	 	 	Title:  Chief Financial Officer
	 	 	 
	 	ARC CWSALKS001, LLC, a Delaware limited liability company
	 	 	 
	 	By:	Global Net Lease Operating Partnership, L.P. (formerly known as American Realty Capital Global Operating Partnership, L.P.), a Delaware limited partnership, its sole member
	 	 	 
	 	By:	Global Net Lease, Inc. (formerly known as American Realty Capital Global Trust, Inc.), a Maryland corporation, its general partner
	 	 	 
	 	By:	/s/ Patrick Goulding
	 	 	Name:  Patrick Goulding
	 	 	Title:  Chief Financial Officer


 


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	 	ARC CWUVLOH001, LLC, a Delaware limited liability company
	 	 	 
	 	By:	Global Net Lease Operating Partnership, L.P. (formerly known as American Realty Capital Global Operating Partnership, L.P.), a Delaware limited partnership, its sole member
	 	 	 
	 	By:	Global Net Lease, Inc. (formerly known as American Realty Capital Global Trust, Inc.), a Maryland corporation, its general partner
	 	 	 
	 	By:	/s/ Patrick Goulding
	 	 	Name:  Patrick Goulding
	 	 	Title:  Chief Financial Officer
	 	 	 
	 	ARC CWVININ001, LLC, a Delaware limited liability company
	 	 	 
	 	By:	Global Net Lease Operating Partnership, L.P. (formerly known as American Realty Capital Global Operating Partnership, L.P.), a Delaware limited partnership, its sole member
	 	 	 
	 	By:	Global Net Lease, Inc. (formerly known as American Realty Capital Global Trust, Inc.), a Maryland corporation, its general partner
	 	 	 
	 	By:	/s/ Patrick Goulding
	 	 	Name:  Patrick Goulding
	 	 	Title:  Chief Financial Officer
	 	 	 
	 	ARC CWWPKMN001, LLC, a Delaware limited liability company
	 	 	 
	 	By:	Global Net Lease Operating Partnership, L.P. (formerly known as American Realty Capital Global Operating Partnership, L.P.), a Delaware limited partnership, its sole member
	 	 	 
	 	By:	Global Net Lease, Inc. (formerly known as American Realty Capital Global Trust, Inc.), a Maryland corporation, its general partner
	 	 	 
	 	By:	/s/ Patrick Goulding
	 	 	Name:  Patrick Goulding
	 	 	Title:  Chief Financial Officer


 


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continue on following pages]


 




    	 



    	 



    

 


	 	ARC WWHWCMI001, LLC, a Delaware limited liability company
	 	 	 
	 	By:	Global Net Lease Operating Partnership, L.P. (formerly known as American Realty Capital Global Operating Partnership, L.P.), a Delaware limited partnership, its sole member
	 	 	 
	 	By:	Global Net Lease, Inc. (formerly known as American Realty Capital Global Trust, Inc.), a Maryland corporation, its general partner
	 	 	 
	 	By:	/s/ Patrick Goulding
	 	 	Name:  Patrick Goulding
	 	 	Title:  Chief Financial Officer
	 	 	 
	 	ARC GEGRDMI001, LLC, a Delaware limited liability company
	 	 	 
	 	By:	Global Net Lease Operating Partnership, L.P. (formerly known as American Realty Capital Global Operating Partnership, L.P.), a Delaware limited partnership, its sole member
	 	 	 
	 	By:	Global Net Lease, Inc. (formerly known as American Realty Capital Global Trust, Inc.), a Maryland corporation, its general partner
	 	 	 
	 	By:	/s/ Patrick Goulding
	 	 	Name:  Patrick Goulding
	 	 	Title:  Chief Financial Officer
	 	 	 
	 	ARC GSFRNTN001, LLC, a Delaware limited liability company
	 	 	 
	 	By:	Global Net Lease Operating Partnership, L.P. (formerly known as American Realty Capital Global Operating Partnership, L.P.), a Delaware limited partnership, its sole member
	 	 	 
	 	By:	Global Net Lease, Inc. (formerly known as American Realty Capital Global Trust, Inc.), a Maryland corporation, its general partner
	 	 	 
	 	By:	/s/ Patrick Goulding
	 	 	Name:  Patrick Goulding
	 	 	Title:  Chief Financial Officer


 


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	 	ARC TFDPTIA001, LLC, a Delaware limited liability company
	 		 	 
	 	By:	Global Net Lease Operating Partnership, L.P. (formerly known as American Realty Capital Global Operating Partnership, L.P.), a Delaware limited partnership, its sole member
	 	 	 
	 	By:	Global Net Lease, Inc. (formerly known as American Realty Capital Global Trust, Inc.), a Maryland corporation, its general partner
	 	 	 
	 	By:	/s/ Patrick Goulding
	 	 	Name:  Patrick Goulding
	 	 	Title:  Chief Financial Officer
	 	 	 
	 	ARC NOWILND001, LLC, a Delaware limited liability company
	 	 	 
	 	By:	Global Net Lease Operating Partnership, L.P. (formerly known as American Realty Capital Global Operating Partnership, L.P.), a Delaware limited partnership, its sole member
	 	 	 
	 	By:	Global Net Lease, Inc. (formerly known as American Realty Capital Global Trust, Inc.), a Maryland corporation, its general partner
	 	 	 
	 	By:	/s/ Patrick Goulding
	 	 	Name:  Patrick Goulding
	 	 	Title:  Chief Financial Officer
	 	 	 
	 	ARC GSDVRDE001, LLC, a Delaware limited liability company
	 	 	 
	 	By:	Global Net Lease Operating Partnership, L.P. (formerly known as American Realty Capital Global Operating Partnership, L.P.), a Delaware limited partnership, its sole member
	 	 	 
	 	By:	Global Net Lease, Inc. (formerly known as American Realty Capital Global Trust, Inc.), a Maryland corporation, its general partner
	 	 	 
	 	By:	/s/ Patrick Goulding
	 	 	Name:  Patrick Goulding
	 	 	Title:  Chief Financial Officer


 


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	 	ARC GSGTNPA001, LLC, a Delaware limited liability company
	 	 	 
	 	By:	Global Net Lease Operating Partnership, L.P. (formerly known as American Realty Capital Global Operating Partnership, L.P.), a Delaware limited partnership, its sole member
	 	 	 
	 	By:	Global Net Lease, Inc. (formerly known as American Realty Capital Global Trust, Inc.), a Maryland corporation, its general partner
	 	 	 
	 	By:	/s/ Patrick Goulding
	 	 	Name:  Patrick Goulding
	 	 	Title:  Chief Financial Officer
	 	 	 
	 	ARC GSMSSTX001, LLC, a Delaware limited liability company
	 	 	 
	 	By:	Global Net Lease Operating Partnership, L.P. (formerly known as American Realty Capital Global Operating Partnership, L.P.), a Delaware limited partnership, its sole member
	 	 	 
	 	By:	Global Net Lease, Inc. (formerly known as American Realty Capital Global Trust, Inc.), a Maryland corporation, its general partner
	 	 	 
	 	By:	/s/ Patrick Goulding
	 	 	Name:  Patrick Goulding
	 	 	Title:  Chief Financial Officer
	 	 	 
	 	ARC GSDALTX001, LLC, a Delaware limited liability company
	 	 	 
	 	By:	Global Net Lease Operating Partnership, L.P. (formerly known as American Realty Capital Global Operating Partnership, L.P.), a Delaware limited partnership, its sole member
	 	 	 
	 	By:	Global Net Lease, Inc. (formerly known as American Realty Capital Global Trust, Inc.), a Maryland corporation, its general partner
	 	 	 
	 	By:	/s/ Patrick Goulding
	 	 	Name:  Patrick Goulding
	 	 	Title:  Chief Financial Officer


 


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	 	ARC GSIFLMN001, LLC, a Delaware limited liability company
	 	 	 
	 	By:	Global Net Lease Operating Partnership, L.P. (formerly known as American Realty Capital Global Operating Partnership, L.P.), a Delaware limited partnership, its sole member
	 	 	 
	 	By:	Global Net Lease, Inc. (formerly known as American Realty Capital Global Trust, Inc.), a Maryland corporation, its general partner
	 	 	 
	 	By:	/s/ Patrick Goulding
	 	 	Name:  Patrick Goulding
	 	 	Title:  Chief Financial Officer
	 	 	 
	 	ARC NOPLNTX001, LLC, a Delaware limited liability company
	 	 	 
	 	By:	Global Net Lease Operating Partnership, L.P. (formerly known as American Realty Capital Global Operating Partnership, L.P.), a Delaware limited partnership, its sole member
	 	 	 
	 	By:	Global Net Lease, Inc. (formerly known as American Realty Capital Global Trust, Inc.), a Maryland corporation, its general partner
	 	 	 
	 	By:	/s/ Patrick Goulding
	 	 	Name:  Patrick Goulding
	 	 	Title:    Chief Financial Officer
	 	 	 
	 	ARC NNMFBTN001, LLC, a Delaware limited liability company
	 	 	 
	 	By:	Global Net Lease Operating Partnership, L.P. (formerly known as American Realty Capital Global Operating Partnership, L.P.), a Delaware limited partnership, its sole member
	 	 	 
	 	By:	Global Net Lease, Inc. (formerly known as American Realty Capital Global Trust, Inc.), a Maryland corporation, its general partner
	 	 	 
	 	By:	/s/ Patrick Goulding
	 	 	Name:  Patrick Goulding
	 	 	Title:  Chief Financial Officer


 


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	 	ARC DRINDIN001, LLC, a Delaware limited liability company
	 	 	 
	 	By:	Global Net Lease Operating Partnership, L.P. (formerly known as American Realty Capital Global Operating Partnership, L.P.), a Delaware limited partnership, its sole member
	 	 	 
	 	By:	Global Net Lease, Inc. (formerly known as American Realty Capital Global Trust, Inc.), a Maryland corporation, its general partner
	 	 	 
	 	By:	/s/ Patrick Goulding
	 	 	Name:  Patrick Goulding
	 	 	Title:  Chief Financial Officer
	 	 	 
	 	ARC VALWDCO001, LLC, a Delaware limited liability company
	 	 	 
	 	By:	Global Net Lease Operating Partnership, L.P. (formerly known as American Realty Capital Global Operating Partnership, L.P.), a Delaware limited partnership, its sole member
	 	 	 
	 	By:	Global Net Lease, Inc. (formerly known as American Realty Capital Global Trust, Inc.), a Maryland corporation, its general partner
	 	 	 
	 	By:	/s/ Patrick Goulding
	 	 	Name:  Patrick Goulding
	 	 	Title:  Chief Financial Officer
	 	 	 
	 	ARC LPSBDIN001, LLC, a Delaware limited liability company
	 	 	 
	 	By:	Global Net Lease Operating Partnership, L.P. (formerly known as American Realty Capital Global Operating Partnership, L.P.), a Delaware limited partnership, its sole member
	 	 	 
	 	By:	Global Net Lease, Inc. (formerly known as American Realty Capital Global Trust, Inc.), a Maryland corporation, its general partner
	 	 	 
	 	By:	/s/ Patrick Goulding
	 	 	Name:  Patrick Goulding
	 	 	Title:  Chief Financial Officer


 


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	 	ARC GBLMESA001, LLC, a Delaware limited liability company
	 	 	 
	 	By:	Global Net Lease Operating Partnership, L.P. (formerly known as American Realty Capital Global Operating Partnership, L.P.), a Delaware limited partnership, its sole member
	 	 	 
	 	By:	Global Net Lease, Inc. (formerly known as American Realty Capital Global Trust, Inc.), a Maryland corporation, its general partner
	 	 	 
	 	By:	/s/ Patrick Goulding
	 	 	Name:  Patrick Goulding
	 	 	Title:  Chief Financial Officer
	 	 	 
	 	ARC NSSNJCA001, LLC, a Delaware limited liability company
	 	 	 
	 	By:	Global Net Lease Operating Partnership, L.P. (formerly known as American Realty Capital Global Operating Partnership, L.P.), a Delaware limited partnership, its sole member
	 	 	 
	 	By:	Global Net Lease, Inc. (formerly known as American Realty Capital Global Trust, Inc.), a Maryland corporation, its general partner
	 	 	 
	 	By:	/s/ Patrick Goulding
	 	 	Name:  Patrick Goulding
	 	 	Title:  Chief Financial Officer
	 	 	 
	 	ARC FEAMOTX001, LLC, a Delaware limited liability company
	 	 	 
	 	By:	Global Net Lease Operating Partnership, L.P. (formerly known as American Realty Capital Global Operating Partnership, L.P.), a Delaware limited partnership, its sole member
	 	 	 
	 	By:	Global Net Lease, Inc. (formerly known as American Realty Capital Global Trust, Inc.), a Maryland corporation, its general partner
	 	 	 
	 	By:	/s/ Patrick Goulding
	 	 	Name:  Patrick Goulding
	 	 	Title:  Chief Financial Officer


 


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	 	ARC FECPEMA001, LLC, a Delaware limited liability company
	 	 	 
	 	By:	Global Net Lease Operating Partnership, L.P. (formerly known as American Realty Capital Global Operating Partnership, L.P.), a Delaware limited partnership, its sole member
	 	 	 
	 	By:	Global Net Lease, Inc. (formerly known as American Realty Capital Global Trust, Inc.), a Maryland corporation, its general partner
	 	 	 
	 	By:	/s/ Patrick Goulding
	 	 	Name:  Patrick Goulding
	 	 	Title:  Chief Financial Officer
	 	 	 
	 	ARC FESANTX001, LLC, a Delaware limited liability company
	 	 	 
	 	By:	Global Net Lease Operating Partnership, L.P. (formerly known as American Realty Capital Global Operating Partnership, L.P.), a Delaware limited partnership, its sole member
	 	 	 
	 	By:	Global Net Lease, Inc. (formerly known as American Realty Capital Global Trust, Inc.), a Maryland corporation, its general partner
	 	 	 
	 	By:	/s/ Patrick Goulding
	 	 	Name:  Patrick Goulding
	 	 	Title:  Chief Financial Officer
	 	 	 
	 	ARC SZPTNNJ001, LLC, a Delaware limited liability company
	 	 	 
	 	By:	Global Net Lease Operating Partnership, L.P. (formerly known as American Realty Capital Global Operating Partnership, L.P.), a Delaware limited partnership, its sole member
	 	 	 
	 	By:	Global Net Lease, Inc. (formerly known as American Realty Capital Global Trust, Inc.), a Maryland corporation, its general partner
	 	 	 
	 	By:	/s/ Patrick Goulding
	 	 	Name:  Patrick Goulding
	 	 	Title:  Chief Financial Officer


 


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	 	ARC WNBRNMO001, LLC, a Delaware limited liability company
	 	 	 
	 	By:	Global Net Lease Operating Partnership, L.P. (formerly known as American Realty Capital Global Operating Partnership, L.P.), a Delaware limited partnership, its sole member
	 	 	 
	 	By:	Global Net Lease, Inc. (formerly known as American Realty Capital Global Trust, Inc.), a Maryland corporation, its general partner
	 	 	 
	 	By:	/s/ Patrick Goulding
	 	 	Name:  Patrick Goulding
	 	 	Title:  Chief Financial Officer
	 	 	 
	 	ARC VCLIVMI001, LLC, a Delaware limited liability company
	 	 	 
	 	By:	Global Net Lease Operating Partnership, L.P. (formerly known as American Realty Capital Global Operating Partnership, L.P.), a Delaware limited partnership, its sole member
	 	 	 
	 	By:	Global Net Lease, Inc. (formerly known as American Realty Capital Global Trust, Inc.), a Maryland corporation, its general partner
	 	 	 
	 	By:	/s/ Patrick Goulding
	 	 	Name:  Patrick Goulding
	 	 	Title:  Chief Financial Officer
	 	 	 
	 	ARC ATSNTTX001, LLC, a Delaware limited liability company
	 	 	 
	 	By:	Global Net Lease Operating Partnership, L.P. (formerly known as American Realty Capital Global Operating Partnership, L.P.), a Delaware limited partnership, its sole member
	 	 	 
	 	By:	Global Net Lease, Inc. (formerly known as American Realty Capital Global Trust, Inc.), a Maryland corporation, its general partner
	 	 	 
	 	By:	/s/ Patrick Goulding
	 	 	Name:  Patrick Goulding
	 	 	Title:  Chief Financial Officer


 


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	 	ARC PNEREPA001, LLC, a Delaware limited liability company
	 	 	 
	 	By:	Global Net Lease Operating Partnership, L.P. (formerly known as American Realty Capital Global Operating Partnership, L.P.), a Delaware limited partnership, its sole member
	 	 	 
	 	By:	Global Net Lease, Inc. (formerly known as American Realty Capital Global Trust, Inc.), a Maryland corporation, its general partner
	 	 	 
	 	By:	/s/ Patrick Goulding
	 	 	Name:  Patrick Goulding
	 	 	Title:  Chief Financial Officer
	 	 	 
	 	ARC PNSCRPA001, LLC, a Delaware limited liability company
	 	 	 
	 	By:	Global Net Lease Operating Partnership, L.P. (formerly known as American Realty Capital Global Operating Partnership, L.P.), a Delaware limited partnership, its sole member
	 	 	 
	 	By:	Global Net Lease, Inc. (formerly known as American Realty Capital Global Trust, Inc.), a Maryland corporation, its general partner
	 	 	 
	 	By:	/s/ Patrick Goulding
	 	 	Name:  Patrick Goulding
	 	 	Title:  Chief Financial Officer
	 	 	 
	 	ARC CTFTMSC001, LLC, a Delaware limited liability company
	 	 	 
	 	By:	Global Net Lease Operating Partnership, L.P. (formerly known as American Realty Capital Global Operating Partnership, L.P.), a Delaware limited partnership, its sole member
	 	 	 
	 	By:	Global Net Lease, Inc. (formerly known as American Realty Capital Global Trust, Inc.), a Maryland corporation, its general partner
	 	 	 
	 	By:	/s/ Patrick Goulding
	 	 	Name:  Patrick Goulding
	 	 	Title:  Chief Financial Officer


 


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	 	ARC TFKMZMI001, LLC, a Delaware limited liability company
	 	 	 
	 	By:	Global Net Lease Operating Partnership, L.P. (formerly known as American Realty Capital Global Operating Partnership, L.P.), a Delaware limited partnership, its sole member
	 	 	 
	 	By:	Global Net Lease, Inc. (formerly known as American Realty Capital Global Trust, Inc.), a Maryland corporation, its general partner
	 	 	 
	 	By:	/s/ Patrick Goulding
	 	 	Name:  Patrick Goulding
	 	 	Title:  Chief Financial Officer
	 	 	 
	 	ARC SWWSVOH001, LLC, a Delaware limited liability company
	 	 	 
	 	By:	Global Net Lease Operating Partnership, L.P. (formerly known as American Realty Capital Global Operating Partnership, L.P.), a Delaware limited partnership, its sole member
	 	 	 
	 	By:	Global Net Lease, Inc. (formerly known as American Realty Capital Global Trust, Inc.), a Maryland corporation, its general partner
	 	 	 
	 	By:	/s/ Patrick Goulding
	 	 	Name:  Patrick Goulding
	 	 	Title:  Chief Financial Officer
	 	 	 
	 	ARC MKMDNNJ001, LLC, a Delaware limited liability company
	 	 	 
	 	By:	Global Net Lease Operating Partnership, L.P. (formerly known as American Realty Capital Global Operating Partnership, L.P.), a Delaware limited partnership, its sole member
	 	 	 
	 	By:	Global Net Lease, Inc. (formerly known as American Realty Capital Global Trust, Inc.), a Maryland corporation, its general partner
	 	 	 
	 	By:	/s/ Patrick Goulding
	 	 	Name:  Patrick Goulding
	 	 	Title:  Chief Financial Officer


 


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	 	ARC FD73SLB001, LLC, a Delaware limited liability company
	 	 	 
	 	By:	Global Net Lease Operating Partnership, L.P. (formerly known as American Realty Capital Global Operating Partnership, L.P.), a Delaware limited partnership, its sole member
	 	 	 
	 	By:	Global Net Lease, Inc. (formerly known as American Realty Capital Global Trust, Inc.), a Maryland corporation, its general partner
	 	 	 
	 	By:	/s/ Patrick Goulding
	 	 	Name:  Patrick Goulding
	 	 	Title:  Chief Financial Officer
	 	 	 
	 	ARC GRRALNC001, LLC, a Delaware limited liability company
	 	 	 
	 	By:	Global Net Lease Operating Partnership, L.P. (formerly known as American Realty Capital Global Operating Partnership, L.P.), a Delaware limited partnership, its sole member
	 	 	 
	 	By:	Global Net Lease, Inc. (formerly known as American Realty Capital Global Trust, Inc.), a Maryland corporation, its general partner
	 	 	 
	 	By:	/s/ Patrick Goulding
	 	 	Name:  Patrick Goulding
	 	 	Title:  Chief Financial Officer
	 	 	 
	 	ARC GRMSAAZ001, LLC, a Delaware limited liability company
	 	 	 
	 	By:	Global Net Lease Operating Partnership, L.P. (formerly known as American Realty Capital Global Operating Partnership, L.P.), a Delaware limited partnership, its sole member
	 	 	 
	 	By:	Global Net Lease, Inc. (formerly known as American Realty Capital Global Trust, Inc.), a Maryland corporation, its general partner
	 	 	 
	 	By:	/s/ Patrick Goulding
	 	 	Name:  Patrick Goulding
	 	 	Title:  Chief Financial Officer


 


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	 	ARC GRLBKTX001, LLC, a Delaware limited liability company
	 	 	 
	 	By:	Global Net Lease Operating Partnership, L.P. (formerly known as American Realty Capital Global Operating Partnership, L.P.), a Delaware limited partnership, its sole member
	 	 	 
	 	By:	Global Net Lease, Inc. (formerly known as American Realty Capital Global Trust, Inc.), a Maryland corporation, its general partner
	 	 	 
	 	By:	/s/ Patrick Goulding
	 	 	Name:  Patrick Goulding
	 	 	Title:  Chief Financial Officer
	 	 	 
	 	ARC GRLOUKY001, LLC, a Delaware limited liability company
	 	 	 
	 	By:	Global Net Lease Operating Partnership, L.P. (formerly known as American Realty Capital Global Operating Partnership, L.P.), a Delaware limited partnership, its sole member
	 	 	 
	 	By:	Global Net Lease, Inc. (formerly known as American Realty Capital Global Trust, Inc.), a Maryland corporation, its general partner
	 	 	 
	 	By:	/s/ Patrick Goulding
	 	 	Name:  Patrick Goulding
	 	 	Title:  Chief Financial Officer
	 	 	 
	 	ARC WMWSLNC001, LLC, a Delaware limited liability company
	 	 	 
	 	By:	Global Net Lease Operating Partnership, L.P. (formerly known as American Realty Capital Global Operating Partnership, L.P.), a Delaware limited partnership, its sole member
	 	 	 
	 	By:	Global Net Lease, Inc. (formerly known as American Realty Capital Global Trust, Inc.), a Maryland corporation, its general partner
	 	 	 
	 	By:	/s/ Patrick Goulding
	 	 	Name:  Patrick Goulding
	 	 	Title:  Chief Financial Officer


 


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	 	ARC SANPLFL001, LLC, a Delaware limited liability company
	 	 	 
	 	By:	Global Net Lease Operating Partnership, L.P. (formerly known as American Realty Capital Global Operating Partnership, L.P.), a Delaware limited partnership, its sole member
	 	 	 
	 	By:	Global Net Lease, Inc. (formerly known as American Realty Capital Global Trust, Inc.), a Maryland corporation, its general partner
	 	 	 
	 	By:	/s/ Patrick Goulding
	 	 	Name:  Patrick Goulding
	 	 	Title:  Chief Financial Officer
	 	 	 
	 	ARC DG40PCK001, LLC, a Delaware limited liability company
	 	 	 
	 	By:	Global Net Lease Operating Partnership, L.P. (formerly known as American Realty Capital Global Operating Partnership, L.P.), a Delaware limited partnership, its sole member
	 	 	 
	 	By:	Global Net Lease, Inc. (formerly known as American Realty Capital Global Trust, Inc.), a Maryland corporation, its general partner
	 	 	 
	 	By:	/s/ Patrick Goulding
	 	 	Name:  Patrick Goulding
	 	 	Title:  Chief Financial Officer
	 	 	 
	 	ARC FEWTRNY001, LLC, a Delaware limited liability company
	 	 	 
	 	By:	Global Net Lease Operating Partnership, L.P. (formerly known as American Realty Capital Global Operating Partnership, L.P.), a Delaware limited partnership, its sole member
	 	 	 
	 	By:	Global Net Lease, Inc. (formerly known as American Realty Capital Global Trust, Inc.), a Maryland corporation, its general partner
	 	 	 
	 	By:	/s/ Patrick Goulding
	 	 	Name:  Patrick Goulding
	 	 	Title:  Chief Financial Officer


 


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	 	ARC FEBHMNY001, LLC, a Delaware limited liability company
	 	 	 
	 	By:	Global Net Lease Operating Partnership, L.P. (formerly known as American Realty Capital Global Operating Partnership, L.P.), a Delaware limited partnership, its sole member
	 	 	 
	 	By:	Global Net Lease, Inc. (formerly known as American Realty Capital Global Trust, Inc.), a Maryland corporation, its general partner
	 	 	 
	 	By:	/s/ Patrick Goulding
	 	 	Name:  Patrick Goulding
	 	 	Title:  Chief Financial Officer
	 	 	 
	 	ARC FEWNAMN001, LLC, a Delaware limited liability company
	 	 	 
	 	By:	Global Net Lease Operating Partnership, L.P. (formerly known as American Realty Capital Global Operating Partnership, L.P.), a Delaware limited partnership, its sole member
	 	 	 
	 	By:	Global Net Lease, Inc. (formerly known as American Realty Capital Global Trust, Inc.), a Maryland corporation, its general partner
	 	 	 
	 	By:	/s/ Patrick Goulding
	 	 	Name:  Patrick Goulding
	 	 	Title:  Chief Financial Officer
	 	 	 
	 	ARC FSMCHIL001, LLC, a Delaware limited liability company
	 	 	 
	 	By:	Global Net Lease Operating Partnership, L.P. (formerly known as American Realty Capital Global Operating Partnership, L.P.), a Delaware limited partnership, its sole member
	 	 	 
	 	By:	Global Net Lease, Inc. (formerly known as American Realty Capital Global Trust, Inc.), a Maryland corporation, its general partner
	 	 	 
	 	By:	/s/ Patrick Goulding
	 	 	Name:  Patrick Goulding
	 	 	Title:  Chief Financial Officer


 


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	 	ARC SLSTCCA001, LLC, a Delaware limited liability company
	 	 	 
	 	By:	Global Net Lease Operating Partnership, L.P. (formerly known as American Realty Capital Global Operating Partnership, L.P.), a Delaware limited partnership, its sole member
	 	 	 
	 	By:	Global Net Lease, Inc. (formerly known as American Realty Capital Global Trust, Inc.), a Maryland corporation, its general partner
	 	 	 
	 	By:	/s/ Patrick Goulding
	 	 	Name:  Patrick Goulding
	 	 	Title:  Chief Financial Officer
	 	 	 
	 	ARC AMWCHKS001, LLC, a Delaware limited liability company
	 	 	 
	 	By:	Global Net Lease Operating Partnership, L.P. (formerly known as American Realty Capital Global Operating Partnership, L.P.), a Delaware limited partnership, its sole member
	 	 	 
	 	By:	Global Net Lease, Inc. (formerly known as American Realty Capital Global Trust, Inc.), a Maryland corporation, its general partner
	 	 	 
	 	By:	/s/ Patrick Goulding
	 	 	Name:  Patrick Goulding
	 	 	Title:  Chief Financial Officer
	 	 	 
	 	ARC FEBILMA001, LLC, a Delaware limited liability company
	 	 	 
	 	By:	Global Net Lease Operating Partnership, L.P. (formerly known as American Realty Capital Global Operating Partnership, L.P.), a Delaware limited partnership, its sole member
	 	 	 
	 	By:	Global Net Lease, Inc. (formerly known as American Realty Capital Global Trust, Inc.), a Maryland corporation, its general partner
	 	 	 
	 	By:	/s/ Patrick Goulding
	 	 	Name:  Patrick Goulding
	 	 	Title:  Chief Financial Officer


 


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	 	ARC DINCNOH001, LLC, a Delaware limited liability company
	 	 	 
	 	By:	Global Net Lease Operating Partnership, L.P. (formerly known as American Realty Capital Global Operating Partnership, L.P.), a Delaware limited partnership, its sole member
	 	 	 
	 	By:	Global Net Lease, Inc. (formerly known as American Realty Capital Global Trust, Inc.), a Maryland corporation, its general partner
	 	 	 
	 	By:	/s/ Patrick Goulding
	 	 	Name:  Patrick Goulding
	 	 	Title:  Chief Financial Officer
	 	 	 
	 	ARC WIODSTX001, LLC, a Delaware limited liability company
	 	 	 
	 	By:	Global Net Lease Operating Partnership, L.P. (formerly known as American Realty Capital Global Operating Partnership, L.P.), a Delaware limited partnership, its sole member
	 	 	 
	 	By:	Global Net Lease, Inc. (formerly known as American Realty Capital Global Trust, Inc.), a Maryland corporation, its general partner
	 	 	 
	 	By:	/s/ Patrick Goulding
	 	 	Name:  Patrick Goulding
	 	 	Title:  Chief Financial Officer
	 	 	 
	 	ARC CJHSNTX002, LLC, a Delaware limited liability company
	 	 	 
	 	By:	Global Net Lease Operating Partnership, L.P. (formerly known as American Realty Capital Global Operating Partnership, L.P.), a Delaware limited partnership, its sole member
	 	 	 
	 	By:	Global Net Lease, Inc. (formerly known as American Realty Capital Global Trust, Inc.), a Maryland corporation, its general partner
	 	 	 
	 	By:	/s/ Patrick Goulding
	 	 	Name:  Patrick Goulding
	 	 	Title:  Chief Financial Officer


 


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	 	ARC FESALUT001, LLC, a Delaware limited liability company
	 	 	 
	 	By:	Global Net Lease Operating Partnership, L.P. (formerly known as American Realty Capital Global Operating Partnership, L.P.), a Delaware limited partnership, its sole member
	 	 	 
	 	By:	Global Net Lease, Inc. (formerly known as American Realty Capital Global Trust, Inc.), a Maryland corporation, its general partner
	 	 	 
	 	By:	/s/ Patrick Goulding
	 	 	Name:  Patrick Goulding
	 	 	Title:  Chief Financial Officer
	 	 	 
	 	ARC MPSTLMO001, LLC, a Delaware limited liability company
	 	 	 
	 	By:	Global Net Lease Operating Partnership, L.P. (formerly known as American Realty Capital Global Operating Partnership, L.P.), a Delaware limited partnership, its sole member
	 	 	 
	 	By:	Global Net Lease, Inc. (formerly known as American Realty Capital Global Trust, Inc.), a Maryland corporation, its general partner
	 	 	 
	 	By:	/s/ Patrick Goulding
	 	 	Name:  Patrick Goulding
	 	 	Title:  Chief Financial Officer
	 	 	 
	 	ARC KUSTHMI001, LLC, a Delaware limited liability company
	 	 	 
	 	By:	Global Net Lease Operating Partnership, L.P. (formerly known as American Realty Capital Global Operating Partnership, L.P.), a Delaware limited partnership, its sole member
	 	 	 
	 	By:	Global Net Lease, Inc. (formerly known as American Realty Capital Global Trust, Inc.), a Maryland corporation, its general partner
	 	 	 
	 	By:	/s/ Patrick Goulding
	 	 	Name:  Patrick Goulding
	 	 	Title:   Chief Financial Officer


 


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	 	ARC FELEXKY001, LLC, a Delaware limited liability company
	 	 	 	 
	 	By:	Global Net Lease Operating Partnership, L.P. (formerly known as American Realty Capital Global Operating Partnership, L.P.), a Delaware limited partnership, its sole member
	 	 	 
	 	By:	Global Net Lease, Inc. (formerly known as American Realty Capital Global Trust, Inc.), a Maryland corporation, its general partner
	 	 	 
	 	By:	/s/ Patrick Goulding
	 	 	Name:  Patrick Goulding
	 	 	Title:  Chief Financial Officer
	 	 	 
	 	ARC GECINOH001, LLC, a Delaware limited liability company
	 	 	 
	 	By:	Global Net Lease Operating Partnership, L.P. (formerly known as American Realty Capital Global Operating Partnership, L.P.), a Delaware limited partnership, its sole member
	 	 	 
	 	By:	Global Net Lease, Inc. (formerly known as American Realty Capital Global Trust, Inc.), a Maryland corporation, its general partner
	 	 	 
	 	By:	/s/ Patrick Goulding
	 	 	Name:  Patrick Goulding
	 	 	Title:  Chief Financial Officer
	 	 	 
	 	 	 
	 	ARC DNDUBOH001, LLC, a Delaware limited liability company
	 	 	 
	 	By:	Global Net Lease Operating Partnership, L.P. (formerly known as American Realty Capital Global Operating Partnership, L.P.), a Delaware limited partnership, its sole member
	 	 	 
	 	By:	Global Net Lease, Inc. (formerly known as American Realty Capital Global Trust, Inc.), a Maryland corporation, its general partner
	 	 	 
	 	By:	/s/ Patrick Goulding
	 	 	Name:  Patrick Goulding
	 	 	Title:   Chief Financial Officer


 


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	 	ARC FELKCLA001, LLC, a Delaware limited liability company
	 	 	 
	 	By:	Global Net Lease Operating Partnership, L.P. (formerly known as American Realty Capital Global Operating Partnership, L.P.), a Delaware limited partnership, its sole member
	 	 	 
	 	By:	Global Net Lease, Inc. (formerly known as American Realty Capital Global Trust, Inc.), a Maryland corporation, its general partner
	 	 	 
	 	By:	/s/ Patrick Goulding
	 	 	Name:  Patrick Goulding
	 	 	Title:   Chief Financial Officer
	 	 	 
	 	ARC FD34PCK001, LLC, a Delaware limited liability company
	 	 	 
	 	By:	Global Net Lease Operating Partnership, L.P. (formerly known as American Realty Capital Global Operating Partnership, L.P.), a Delaware limited partnership, its sole member
	 	 	 
	 	By:	Global Net Lease, Inc. (formerly known as American Realty Capital Global Trust, Inc.), a Maryland corporation, its general partner
	 	 	 
	 	By:	/s/ Patrick Goulding
	 	 	Name:  Patrick Goulding
	 	 	Title:  Chief Financial Officer
	 	 	 
	 	ARC SPHRSNJ001 Urban Renewal Entity, LLC, a New Jersey limited liability company
	 	 	 
	 	By:	Global Net Lease Operating Partnership, L.P. (formerly known as American Realty Capital Global Operating Partnership, L.P.), a Delaware limited partnership, its sole member
	 	 	 
	 	By:	Global Net Lease, Inc. (formerly known as American Realty Capital Global Trust, Inc.), a Maryland corporation, its general partner
	 	 	 
	 	By:	/s/ Patrick Goulding
	 	 	Name:  Patrick Goulding
	 	 	Title:   Chief Financial Officer


 


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	 	ARC CJHSNTX001, LLC, a Delaware limited liability company
	 	 	 
	 	By:	Global Net Lease Operating Partnership, L.P. (formerly known as American Realty Capital Global Operating Partnership, L.P.), a Delaware limited partnership, its sole member
	 	 	 
	 	By:	Global Net Lease, Inc. (formerly known as American Realty Capital Global Trust, Inc.), a Maryland corporation, its general partner
	 	 	 
	 	By:	/s/ Patrick Goulding
	 	 	Name:  Patrick Goulding
	 	 	Title:  Chief Financial Officer
	 	 	 
	 	ARC OGHDGMD001, LLC, a Delaware limited liability company
	 	 	 
	 	By:	Global Net Lease Operating Partnership, L.P. (formerly known as American Realty Capital Global Operating Partnership, L.P.), a Delaware limited partnership, its sole member
	 	 	 
	 	By:	Global Net Lease, Inc. (formerly known as American Realty Capital Global Trust, Inc.), a Maryland corporation, its general partner
	 	 	 
	 	By:	/s/ Patrick Goulding
	 	 	Name:  Patrick Goulding
	 	 	Title:  Chief Financial Officer


 


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	 	ADMINISTRATIVE AGENT:
	 	 
	 	JPMORGAN CHASE BANK, N.A.
	 	 	 
	 	By:	/s/ Rita Lai
	 	 	Name:	Rita Lai
	 	 	Title:	Senior Credit Banker
	 	 	 	 
	 	LENDERS:
	 	 
	 	JPMORGAN CHASE BANK, N.A.
	 	 	 
	 	By:	/s/ Rita Lai
	 	 	Name:	Rita Lai
	 	 	Title:	Senior Credit Banker


 


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	 	REGIONS BANK
	 	 	 
	 	By:	/s/ Michael R. Mellott
	 	 	Name:	Michael R. Mellott
	 	 	Title:	Director


 


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	 	CAPITAL ONE, NATIONAL ASSOCIATION
	 	 	 
	 	By:	/s/ Frederick H. Denecke
	 	 	Name: Frederick H. Denecke
	 	 	Title:  Senior Vice President


 


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	 	COMERICA BANK
	 	 
	 	By:	/s/ Charles Weddell
	 	 	Name:	Charles Weddell
	 	 	Title:	Vice President


 


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	 	BARCLAYS BANK PLC
	 	 
	 	By:	/s/ Christine Aharonian
	 	 	Name:	Christine Aharonian
	 	 	Title:	Vice President


 


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EXHIBIT L-1 – FORM OF INCENTIVE LISTING
NOTE


 


[see attached]


 




    	 



    	 



    

 


EXHIBIT L-2 – FORM OF OUTPERFORMANCE
AGREEMENT


 


[see attached]


 




    	 



    	 



    

 


EXHIBIT L-3 – FORM OF SUBORDINATION
AGREEMENT


 


[see attached]


 




    	 



    	 



    

 


ANNEX A – AMENDMENTS TO THE REIT’S
ORGANIZATIONAL DOCUMENTS


 


[see attached]


 




    	 



    	 



    

 


ANNEX B – FORM OF AMENDMENT TO THE
BORROWER’S ORGANIZATIONAL DOCUMENTS


 


[see attached]


 




    	 



    	 



    

 


ANNEX C – FORM OF ADVISORY AGREEMENT
AMENDMENT


 


[see attached]