Letter Agreement dated March 21, 2023, by and among Griffin Capital Company, LLC, Griffin Capital, LLC, Peakstone Realty Trust, PKST OP, L.P., Griffin Capital Essential Asset TRS, Inc. and Griffin Capital Real Estate Company, LLC
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EX-10.11 5 ex1011-pkstxconformedlette.htm EX-10.11 Document
Exhibit 10.11
March 21, 2023
Peakstone Realty Trust
1520 E. Grand Avenue
El Segundo, CA 90245
Attention: Michael J. Escalante
Re: Letter Agreement Regarding Administrative Services Agreement (“Letter Agreement”)
Reference is made to that certain Administrative Services Agreement, dated December 14, 2018 and effective on January 1, 2019, between Griffin Capital Company, LLC and Griffin Capital, LLC (collectively, the “Griffin Entities” and each, a “Griffin Entity”), on the one hand, and Peakstone Realty Trust, PKST OP, L.P., Griffin Capital Essential Asset TRS, Inc. and Griffin Capital Real Estate Company, LLC (collectively, the “Company” and each, a “Company Party”), on the other hand, as supplemented by that certain letter agreement dated December 14, 2018, that certain letter agreement dated February 24, 2020, that certain letter agreement dated March 30, 2022, and that certain letter agreement dated June 30, 2022 (collectively, and as amended from time to time, the “Agreement”). Capitalized terms used herein and not otherwise defined shall have the meaning given them in the Agreement.
This Letter Agreement shall confirm the following agreements between the Griffin Entities and the Company:
(i)Effective as of January 1, 2023, Section 4.1 of the Agreement is hereby deleted in its entirety and the following is hereby inserted in lieu thereof:
“Commencing as of January 1, 2023, and subject to Section 4.2(b), the Company shall pay to GCC the actual cost incurred by the Griffin Entities in providing the Services, which amount shall be paid monthly in arrears. Within ten (10) days following the end of each month of the term of this Agreement, GCC shall deliver to the Company a statement documenting such actual costs incurred by the Griffin Entities in providing the Services during such prior month, which are to be paid by the Company within five (5) days of receipt of such statement pursuant to this Section 4.1.”
(ii)Effective as of January 1, 2023, Schedule “A” to the Agreement is hereby deleted in its entirety and Schedule A attached to this Letter Agreement is hereby inserted in lieu thereof.
(iii)Notwithstanding anything to the contrary in the Agreement, the Company may terminate any of the Services set forth on Schedule A attached to this Letter Agreement at any time by providing not less than thirty (30) days’ prior written notice to the Griffin Entities (unless sooner terminated as set forth in Schedule A).
This Letter Agreement supersedes any and all prior and contemporaneous agreements and understandings between the Griffin Entities and the Company with respect to the matters specifically set forth herein. Except as expressly set forth in this Letter Agreement, all other terms and conditions of the Agreement shall remain unchanged and in full effect. In the event of a conflict between the terms of this Letter Agreement and the Agreement, this Letter Agreement shall govern.
After giving effect to this Letter Agreement, each reference in the Agreement to “this Agreement,” “hereof,” “hereunder,” “herein,” “hereby” or words of like import referring to the Agreement shall refer to the Agreement, as modified by this Letter Agreement.
This Letter Agreement may be executed in multiple counterparts, including facsimile and .pdf counterparts, each of which shall, for all purposes, be deemed an original, but which together shall constitute one and same instrument.
This Letter Agreement shall be governed by and construed in accordance with the laws of the State of California.
The provisions of Sections 11.12-11.16 of the Agreement are incorporated hereby by reference and shall apply to the terms and provisions of this Letter Agreement and the parties hereto mutatis mutandis.
[SIGNATURES FOLLOW]
IN WITNESS WHEREOF, the parties hereto have caused this Letter Agreement to be executed under seal, on the day and year first written above.
GRIFFIN CAPITAL COMPANY, LLC
By: /s/ Daniel Snell
Name: Daniel Snell
Its: Chief Operating Officer, Chief Financial Officer and Treasurer
GRIFFIN CAPITAL, LLC
By: /s/ Daniel Snell
Name: Daniel Snell
Its: Chief Financial Officer
PEAKSTONE REALTY TRUST
By: /s/ Javier F. Bitar
Name: Javier F. Bitar
Its: Chief Financial Officer and Treasurer
PKST OP, L.P.
By: Peakstone Realty Trust, as General Partner of PKST OP, L.P.
By: /s/ Javier F. Bitar
Name: Javier F. Bitar
Title: Chief Financial Officer and Treasurer
GRIFFIN CAPITAL ESSENTIAL ASSET TRS, INC.
By: /s/ Javier F. Bitar
Name: Javier F. Bitar
Title: Chief Financial Officer and Treasurer
GRIFFIN CAPITAL REAL ESTATE COMPANY, LLC
By: /s/ Javier F. Bitar
Name: Javier F. Bitar
Title: Chief Financial Officer