Second Amendment to Amended and Restated Unsecured Credit Agreement dated April 18, 2018

This Second Amendment to Amended and Restated Credit Agreement is made as of this 18^th day of April, 2018, by and among GRIFFIN CAPITAL ESSENTIAL ASSET OPERATING PARTNERSHIP, L.P., a Delaware limited partnership having an address at Griffin Capital Plaza, 1520 E. Grand Avenue, El Segundo, California 90245 (“Borrower”), KEYBANK NATIONAL ASSOCIATION, as Administrative Agent (the “Agent”) and each of the Lenders (the “Lenders”) party to the Amended and Restated Credit Agreement (as defined below) as of the date hereof.

WHEREAS, reference is hereby made to that certain Amended and Restated Credit Agreement dated as of July 20, 2015, as amended by that certain First Amendment to Amended and Restated Credit Agreement dated as of February 12, 2016 (the “Credit Agreement”; unless otherwise defined herein, capitalized terms shall have the meanings provided in the Credit Agreement) entered into by and among Borrower, Agent, and the Lenders; and

WHEREAS, the Borrower, the Agent and the Lenders have agreed to amend and modify the Credit Agreement as set forth herein.

NOW, THEREFORE, it is agreed by and among the Borrower, the Agent and the Lenders as follows:

“Net Operating Income” shall mean, for any income producing operating Real Property, the difference between (a) any rentals, proceeds and other income received from such property, but excluding any early lease termination penalties during the determination period, less (b) an amount equal to all costs and expenses (excluding Interest Expense, depreciation and amortization expense, and any expenditures that are capitalized in accordance with GAAP) incurred as a result of, or in connection with, or properly allocated to, the operation or leasing of such property during the determination period; provided, however, that the amount for the expenses for the management of a property included in clause (b) above shall be set at the greater of actual or three percent (3%) of the amount provided in clause (a) above, less (c) the Capital Expenditure Reserve. Net Operating Income shall be calculated based on the immediately preceding calendar quarter, annualized, unless the Real Property has not been owned by the Borrower or its Subsidiaries for the entirety of such calendar quarter, in which event Net Operating Income shall be grossed up for such ownership period. Net Operating

Income shall be calculated on a consolidated basis in accordance with GAAP but adjusted for non-cash operating items such as straight line rents and the amortization of above and below market lease assets and liabilities and other non-cash items and including (without duplication) the Equity Percentage of Net Operating Income for the Borrower’s non-wholly owned Affiliates. For leases subject to rent abatement periods, Net Operating Income shall include the first three months of rent scheduled to be paid under the Lease in question upon termination of such rent abatement period, annualized, if (a) for a lease with a remaining term of seven (7) or more years from the date of calculation, the remaining free rent or rent abatement period is no greater than twelve (12) months from the date of calculation, or (b) for a lease with a remaining term of fewer than seven (7) years, the remaining free rent or rent abatement period is no greater than six (6) months from the date of calculation; provided, however, that the aggregate amount of all such scheduled rent included within the calculation of Net Operating Income shall not exceed ten percent (10%) of Net Operating Income.”

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

The undersigned hereby acknowledges and consents to the foregoing Second Amendment to Amended and Restated Credit Agreement and acknowledges and agrees that it remains obligated for the various obligations and liabilities, as applicable, set forth in that certain Amended and Restated Guaranty Agreement (the "Guaranty") dated July 20, 2015, executed by the undersigned in favor of the Agent, which Guaranty remains in full force and effect.