DEFA14A

CITY OFFICE REIT, INC.

Date: August 15, 2025

/s/ Anthony Maretic

Name: Anthony Maretic

Title: Chief Financial Officer, Secretary and Treasurer

DEFA14A 1 d927791ddefa14a.htm DEFA14A DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 15, 2025

City Office REIT, Inc.

(Exact name of Registrant as Specified in Its Charter)

Maryland

001-36409

98-1141883

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


666 Burrard Street Suite 3210
Vancouver, British Columbia		V6C 2X8
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (604) 806-3366

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☒	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbols	Name of each exchange on which registered
Common Stock, $0.01 par value	CIO	New York Stock Exchange
6.625% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share	CIO.PrA	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01

Entry into a Material Definitive Agreement.

In conjunction with the First Phoenix Closing (as defined below), City Office REIT Operating Partnership, L.P. (the “Operating Partnership”), the operating partnership of City Office REIT, Inc. (the “Company”), entered into a third amendment (the “Third Amendment”) to the Company’s Amended and Restated Credit Agreement, dated as of November 16, 2021, by and among the Operating Partnership, as borrower, the Company and certain of its subsidiaries, as guarantors, KeyBank National Association (“KeyBank”), as lender, agent and swing loan lender, the other lending institutions party thereto, as lenders, and Keybanc Capital Markets, as sole lead arranger and sole book manager (as amended, the “Amended and Restated Credit Agreement”). The Third Amendment, originally dated as of July 21, 2025, became effective on August 15, 2025.

The Third Amendment amends the Amended and Restated Credit Agreement to, among other things, (i) reduce the available commitment for the revolving credit facility thereunder (the “Revolving Credit Facility”) to $150 million, (ii) provide for the pledge of certain of the Company’s assets as security for borrowings under the Amended and Restated Credit Agreement, and (iii) remove references to the Company’s three-year term loan, which was repaid in full with proceeds from the First Phoenix Closing.

The Amended and Restated Credit Agreement contains customary representations and warranties, financial covenants, negative covenants, affirmative covenants and events of default. The Revolving Credit Facility requires quarterly payments of interest only, but requires mandatory prepayments under certain circumstances as set forth in the Amended and Restated Credit Agreement. All obligations under the Amended and Restated Credit Agreement are unconditionally guaranteed by the Company.

The foregoing descriptions of the Third Amendment and the Amended and Restated Credit Agreement are not complete and are subject to and qualified in their entirety by reference to the full text of the Third Amendment, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference.

Item 2.01

Completion of Acquisition or Disposition of Assets.

On August 15, 2025, the Company closed on the sale of six of the Company’s previously-announced dispositions of its seven office properties located in Phoenix, Arizona (the “First Phoenix Closing”) to an unaffiliated buyer for an aggregate purchase price of $266 million. These six properties included the properties known as Block 23, 5090 N 40^th St, SanTan, Papago Tech, The Quad and Camelback Square. The Company’s Pima Center property continues to be under contract at a $30 million gross sales price. The sale of the Pima Center property is expected to close at a later date, subject to the Company obtaining certain approvals related to the property’s ground lease. The pro forma financial information required by Item 9.01 (b) of Form 8-K is attached as Exhibit 99.1 hereto and is incorporated by reference herein.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information provided in Item 1.01 above is incorporated by reference into this Item 2.03.

Item 8.01

Other Events.

On August 15, 2025, the Company issued a press release announcing, among other things, the First Phoenix Closing. A copy of such press release is attached as Exhibit 99.2 hereto and is incorporated by reference herein.

Additional Information and Where to Find It

This filing may be deemed solicitation material in respect of the proposed acquisition (the “Merger”) of the Company by MCME Carell Holdings, LP, a Delaware limited partnership, and MCME Carell Merger Sub, LLC, a Maryland limited liability company, pursuant to a merger agreement filed by the Company on Form 8-K on July 24, 2025 (the “Merger Agreement”). A full description of the terms of the Merger and the Merger Agreement will be provided in the proxy statement that the Company intends to file with the Securities and Exchange Commission (“SEC”) to be used at its special meeting of shareholders to approve the Merger. SHAREHOLDERS ARE ADVISED TO READ, WHEN AVAILABLE, THE COMPANY’S PRELIMINARY PROXY STATEMENT AND DEFINITIVE PROXY STATEMENT IN CONNECTION WITH THE SOLICITATION OF PROXIES FOR THE SPECIAL MEETING BECAUSE THESE STATEMENTS WILL CONTAIN IMPORTANT INFORMATION. The definitive proxy statement will be mailed to shareholders as of a record date to be established for voting on the proposed merger. Shareholders will also be able to obtain a copy of the proxy statement, without charge, by directing a request to: City Office REIT, Inc., Investor Relations, 666 Burrard Street, Suite 3210, Vancouver, BC V6C 2X8 CA, or at its website, www.cioreit.com. The preliminary proxy statement and definitive proxy statement, once available, can also be obtained, without charge, at the SEC’s internet site (http://www.sec.gov).

Participants in Solicitation

The directors, executive officers and certain other members of management and employees of the Company may be deemed “participants” in the solicitation of proxies from shareholders of the Company in favor of the proposed Merger. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the shareholders of the Company in connection with the proposed Merger will be set forth in the proxy statement and the other relevant documents to be filed with the SEC. You can find information about the Company’s executive officers and directors in its Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “Form 10-K”) as filed with the SEC on February 20, 2025.

Forward-Looking Statements

This Current Report on Form 8-K (“Current Report”) contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Certain statements contained in this Current Report, including those that express a belief, expectation or intention, as well as those that are not statements of historical fact, are forward-looking statements within the meaning of the federal securities laws and as such are based upon the Company’s current beliefs as to the outcome and timing of future events. Forward-looking statements are generally identifiable by use of forward-looking terminology such as “approximately,” “anticipate,” “assume,” “believe,” “budget,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “future,” “hypothetical,” “intend,” “may,” “outlook,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will” or other similar words or expressions. There can be no assurance that actual results of forward-looking statements, including but not limited to the consummation of the proposed Merger or the pending closing of the Pima Center disposition, or those pertaining to expectations regarding the Company’s financial performance, expectations as to the likelihood and timing of closing of acquisitions, dispositions, or other transactions, the expected operating performance of the Company’s current properties, and changes in local, regional, national and international economic conditions, including as a result of the systemic and structural changes in the demand for commercial office space. Forward-looking statements presented in this press release are based on management’s beliefs and assumptions made by, and information currently available to, management.

The forward-looking statements contained in this Current Report are based on historical performance and management’s current plans, estimates and expectations in light of information currently available to the Company and are subject to uncertainty and changes in circumstances. There can be no assurance that future developments affecting the Company will be those that it has anticipated. Many factors, including the following, could cause actual results to differ materially from the forward-looking statements set forth in this Current Report: the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement or the pending Pima Center disposition; the outcome of any legal proceedings that may be instituted against the Company and others following announcement of the Merger Agreement; the inability to complete the proposed Merger due to the failure to satisfy the conditions to the Merger, including obtaining the approval of the Company’s shareholders and other closing conditions more fully described in the Merger Agreement; risks that the proposed Merger disrupts current plans and operations of the Company; potential difficulties in employee retention as a result of the proposed Merger; legislative, regulatory and economic developments; risks related to disruption of management’s attention from the Company’s ongoing business operations due to the proposed Merger; the effect of the announcement of the proposed Merger and the pending Pima Center disposition on the Company’s relationships with tenants, operating results and business generally, changes in global, regional or local political, economic, business, competitive, market, regulatory and other factors described in the Company’s news releases and filings with the SEC, including but not limited to those described in the Form 10-K under the heading “Risk Factors” and in the Company’s subsequent reports filed with the SEC, many of which are beyond the Company’s control. Should one or more of these risks or uncertainties materialize, or should any of the Company’s assumptions prove to be incorrect, the Company’s actual results may vary in material respects from what it may have expressed or implied by these forward-looking statements. The Company cautions that you should not place undue reliance on any of its forward-looking statements. Any forward-looking statement made by the Company in this Current Report speaks only as of the date of this Current Report. Factors or events that could cause the Company’s actual results to differ may emerge from time to time, and it is not possible for the Company to predict all of them. The Company does not guarantee that the assumptions underlying such forward-looking statements contained in this press release are free from errors. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by applicable securities laws.

Item 9.01

Financial Statements and Exhibits.


Exhibit Number		Description

10.1		Third Amendment, dated as of July 21, 2025 and effective as of August 15, 2025, to Amended and Restated Credit Agreement, by and among City Office REIT Operating Partnership, L.P., as borrower, City Office REIT, Inc. and certain of its subsidiaries, as guarantors, KeyBank National Association, as lender, agent and swing loan lender, the other lending institutions parties named therein, as lenders, and Keybanc Capital Markets, as sole lead arranger and sole book manager


99.1		Unaudited Pro Forma Consolidated Balance Sheet as of June 30, 2025 Unaudited Pro Forma Consolidated Statement of Operations for the Six Months Ended June 30, 2025 Unaudited Pro Forma Consolidated Statement of Comprehensive Income for the Six Months Ended June 30, 2025 Unaudited Pro Forma Consolidated Statement of Operations for the Year Ended December 31, 2024 Unaudited Pro Forma Consolidated Statement of Comprehensive Income for the Year Ended December 31, 2024 Notes to Unaudited Pro Forma Consolidated Financial Statements

99.2		Press Release, dated August 15, 2025, issued by City Office REIT, Inc.

104		Cover Page Interactive Data File (embedded within the Inline XBRL Document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 10.1

THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

• THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), made as of July 21, 2025, is between and among CITY OFFICE REIT OPERATING PARTNERSHIP, L.P., a Maryland limited partnership (“Borrower”), CITY OFFICE REIT, INC., a Maryland corporation (“REIT Guarantor”), the Subsidiary Guarantors (collectively, the “Subsidiary Guarantors”), KEYBANK NATIONAL ASSOCIATION (“KeyBank”), as Administrative Agent (“Agent”) and Swing Loan Lender, and a Lender under the Credit Agreement (defined below), and certain other Lenders.

R E C I T A L S

• WHEREAS, Borrower, REIT Guarantor, the Subsidiary Guarantors, the Agent, KEYBANC CAPITAL MARKETS as Sole Lead Arranger and Sole Book Manager, and the Lenders have entered into that certain Amended and Restated Credit Agreement dated as of November 16, 2021, as amended on August 10, 2022 pursuant to that certain First Amendment to Amended and Restated Credit Agreement, and on January 5, 2023 pursuant to that certain Second Amendment to Amended and Restated Credit Agreement (as so amended and as may be further amended, restated, supplemented, or otherwise modified, the “Credit Agreement”; capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Credit Agreement attached hereto as Annex A);

• WHEREAS, the Credit Parties, the Agent, and the Lenders have agreed to amend the Credit Agreement as provided herein;

• NOW, THEREFORE, in consideration of the recitals herein and mutual covenants and agreements contained herein, the parties hereto hereby agree as follows:

§1. Amendments to Credit Agreement. Subject to satisfaction of the conditions set forth in Section 3, the Credit Agreement shall be modified as follows:

(a) the Credit Agreement (but not the Exhibits and Schedules attached thereto) is hereby amended (i) to delete the stricken text (indicated textually in the same manner as the following example: ~~stricken text~~), (ii) to insert the double underlined text (indicated textually in the same manner as the following example: double-underlined text), and (iii) to move text marked in green (whether double underline or ~~strikethrough~~), in each case, as set forth in the Credit Agreement attached hereto as Annex A.

(b) Exhibit C to the Credit Agreement is hereby amended and restated in its entirety as set forth on Exhibit C attached hereto as Annex B.

(c) Exhibit F to the Credit Agreement is hereby amended and restated in its entirety effective on the closing date of the second phase of the Phoenix Transaction as set forth on Exhibit F attached hereto as Annex C.

(d) Exhibit G to the Credit Agreement is hereby amended and restated in its entirety as set forth on Exhibit G attached hereto as Annex D.

(e) Schedule 1.1 to the Credit Agreement is hereby amended and restated in its entirety as set forth on Schedule 1.1 attached hereto as Annex E.

(f) A new Schedule ACA is hereby attached to the Credit Agreement as set forth on Schedule ACA attached hereto as Annex F.

(g) A new Schedule ALA is hereby attached to the Credit Agreement as set forth on Schedule ACA attached hereto as Annex G.

§2. Representations and Warranties. The Credit Parties hereby represent and warrant to the Agent and the Lenders that, as of the date hereof:

(a) All representations and warranties made by the Credit Parties under the Loan Documents or otherwise made by or on behalf of the Borrower in connection therewith or after the date thereof shall have been true and correct in all material respects when made and are true and correct in all material respects on and as of the date hereof, unless such representations are limited by their terms to a specific date in which case they shall be required to be true and correct only as of such specified date, and for purposes hereof, the representations and warranties contained in §6.4 and §6.5 of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (a) and (b), respectively, of §7.4 of the Credit Agreement, in each case, other than for changes in the ordinary course of business permitted by the Credit Agreement.

(b) There exists no Default or Event of Default under any of the Loan Documents.

(c) This Amendment has been duly authorized, executed and delivered by each Credit Party so as to constitute the legal, valid and binding obligations of each such Credit Party, enforceable in accordance with its terms, except as the same may be limited by insolvency, bankruptcy, reorganization or other laws relating to or affecting the enforcement of creditors’ rights or by general equitable principles.

§3. Conditions Precedent to Effectiveness. This Amendment shall not be effective until each of the following conditions precedent has been satisfied to the satisfaction of, or waived in accordance with §27 of the Credit Agreement by, the Agent and Required Lenders (with the date, if any on which such conditions have been satisfied or waived being referred to herein as, the “Effective Date”):

(a) The Agent shall have received:

(i) a fully executed copy of this Amendment duly executed and delivered by each Credit Party, the Agent, and the Lenders;

(ii) a fully executed copy of each of the pledges described in the Credit Agreement attached hereto as Annex A (x) by Borrower of Equity Interests in the various Subsidiaries of Borrower that own Pool Properties (which Equity Interests shall not be certificated), (y) by Borrower of net proceeds of all asset sales and refinancings of any Real Estate owned by Subsidiaries of Borrower which are not a Subsidiary Guarantors; and (z) by Borrower of the Reserve Collateral Account; provided, however, with request to the pledge of Equity Interests, such pledge shall include a requirement that Agent provide at least thirty (30) days advance written notice to Borrower prior to exercising any rights to the Equity Interests pledged thereunder and, provided further, that no such pledge shall be required if it will violate the terms of any secured Indebtedness on any non-Pool Property;

(iii) evidence satisfactory to it that all action on the part of the Credit Parties necessary for the valid execution, delivery and performance by the Credit Parties of this Amendment and the other Loan Documents being delivered herewith shall have been duly and effectively taken;

(iv) a favorable legal opinion of counsel to the Credit Parties, reasonably acceptable to the Agent with respect to the Security Documents; and

(v) fully executed copies of each other document to be delivered to the Agent set forth on that certain closing agenda last revised July 21, 2025, a copy of which is attached hereto as Annex H, each in form and substance reasonably satisfactory to the Agent.

(b) The closing of the first phase of the Phoenix Transaction shall have occurred, and Borrower shall have made a prepayment of the Loans in an amount equal to the net proceeds of such sale (calculated based upon the gross proceeds less customary and reasonable closing costs, less the repayment of any property level debt and any amount that is being utilized for a 1031 tax exchange or other tax distributions in connection with such sale, based on details provided by Borrower to Agent and approved by Agent in its discretion), such amount not to be less than $80,000,000.00;

(c) In connection with this Amendment, Agent shall have received all fees and amounts due and payable hereunder on or prior to the date of this Amendment, including pursuant to that certain Fee Letter dated as of the date hereof and such other fees and amounts as agreed upon by Borrower and the Lenders, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder;

(d) No Default or Event of Default shall have occurred and be continuing; and

(e) After giving effect to this Amendment, all representations and warranties made by the Credit Parties under the Loan Documents or otherwise made by or on behalf of the Borrower in connection therewith or after the date thereof shall have been true and correct in all material respects when made and are true and correct in all material respects on and as of the date hereof (unless such representations are limited by their terms to a specific date in which case they shall be required to be true and correct only as of such specified date) other than for changes in the ordinary course of business permitted by the Credit Agreement.

For the avoidance of doubt, the holding of this Amendment in escrow shall in no way amend or modify the existing Credit Agreement and other Loan Documents, all of which remain in full force and effect, until such time as the documents become effective pursuant to this Section 3 and escrow is broken, which must occur no later than November 16, 2025. The failure of the first phase of the Phoenix Transaction to close shall not on its own constitute a Default under the Credit Agreement.

§4. Except as specifically provided for herein, wherever located, all references in the Credit Agreement or the other Loan Documents to the term “Credit Agreement” shall mean the Credit Agreement as amended by this Amendment.

§5. Borrower acknowledges, confirms and agrees that Borrower does not have any offsets, defenses, claims or counterclaims against Agent or any Lender with respect to any of the Borrower’s liabilities and obligations to Agent and the Lenders pursuant to any Loan Documents and to the extent the Borrower has or has ever had any such offsets, defenses or counterclaims, the Borrower hereby specifically WAIVES and RELEASES any and all rights to such offsets, defenses, claims or counterclaims.

§6. Except as specifically amended hereby on the Effective Date, the Credit Agreement and the other Loan Documents shall remain in full force and effect and the Borrower hereby represents and warrants that all warranties, representations and covenants contained therein, or otherwise made by or on behalf of Borrower to Agent in writing in connection therewith or after the date thereof, are true and correct in all material respects as of the date hereof (unless such representations and warranties are limited by their terms to a specific date), other than for changes in the ordinary course of business permitted by the Credit Agreement.

§7. This Amendment, which may be executed in multiple counterparts, constitutes the entire agreement of the parties regarding the matters contained herein and shall not be modified by any prior oral or written discussions. Delivery of an executed counterpart of a signature page of this Amendment by telecopy or other electronic imaging transmission (e.g. PDF by email) shall be effective as delivery of a manually executed counterpart of this Amendment. Borrower hereby acknowledges and agrees that all of the terms and conditions of the Credit Agreement shall remain in full force and effect except as expressly provided in this Amendment. Except where the context clearly requires otherwise, all references to the Credit Agreement in any other Loan Document shall be to the Credit Agreement as amended by this Amendment.

§8. Any determination that any provision of this Amendment or any application hereof is invalid, illegal or unenforceable in any respect and in any instance shall not affect the validity, legality or enforceability of such provision in any other instance, or the validity, legality or enforceability of any other provisions of this Amendment.

§9. This Amendment shall be governed by and construed in accordance with the laws of the State of New York.

[END OF TEXT; SIGNATURES ON THE FOLLOWING PAGES]

• IN WITNESS WHEREOF, each of the undersigned has caused this Amendment to be executed by its duly authorized representatives as of the date first set forth above.


BORROWER:

CITY OFFICE REIT OPERATING PARTNERSHIP, L.P., a Maryland limited partnership, by its general partner, City Office REIT, Inc., a Maryland corporation

By:		/s/ James Farrar
Name:		James Farrar
Title:		Chief Executive Officer


REIT GUARANTOR:

CITY OFFICE REIT, INC., a Maryland corporation

By:		/s/ James Farrar
Name:		James Farrar
Title:		Chief Executive Officer


		SUBSIDIARY GUARANTORS:

		CIO PARK TOWER, LIMITED PARTNERSHIP, a Delaware limited partnership, by its general partner, CIO Park Tower GP, LLC, a Delaware limited liability company

		By:		/s/ James Farrar
		Name:		James Farrar
		Title:		President

		CIO PAPAGO TECH HOLDINGS, LLC, a Delaware limited liability company

		By:		/s/ James Farrar
		Name:		James Farrar
		Title:		President

		CIO PIMA, LIMITED PARTNERSHIP, a Delaware limited partnership, by its general partner, CIO Pima GP, LLC, a Delaware limited liability company

		By:		/s/ James Farrar
		Name:		James Farrar
		Title:		President

		CIO CAMELBACK, LIMITED PARTNERSHIP, a Delaware limited partnership, by its general partner, CIO Camelback GP, LLC, a Delaware limited liability company

		By:		/s/ James Farrar
		Name:		James Farrar
		Title:		President

		CIO 7601 DTC, LIMITED PARTNERSHIP, a Delaware limited partnership, by its general partner, CIO 7601 DTC GP, LLC, a Delaware limited liability company

		By:		/s/ James Farrar
		Name:		James Farrar
		Title:		President


		CIO CROSSROADS LIMITED PARTNERSHIP, a Delaware limited partnership, by its general partner, CIO Crossroads GP, LLC, a Delaware limited liability company

		By:		/s/ James Farrar
		Name:		James Farrar
		Title:		President

		CIO BLOCK 23, LLC, a Delaware limited liability company, by its manager, City Office REIT Operating Partnership, L.P., a Maryland limited partnership

		By: City Office REIT, Inc., a Maryland corporation, its sole general partner



		By:		/s/ James Farrar


		Name:		James Farrar
		Title:		Chief Executive Officer

		CIO TERRACES, LLC, a Delaware limited liability company, by its manager, City Office REIT Operating Partnership, L.P., a Maryland limited partnership

		By: City Office REIT, Inc., a Maryland corporation, its sole general partner



		By:		/s/ James Farrar


		Name:		James Farrar
		Title:		Chief Executive Officer

[SIGNATURES CONTINUE ON FOLLOWING PAGE]


AGENT AND LENDER:

•
KEYBANK NATIONAL ASSOCIATION

•
By:		/s/ Christopher T. Neil


Name:		Christopher T. Neil
Title:		Senior Banker

[SIGNATURES CONTINUE ON FOLLOWING PAGE]


LENDER:

•
RAYMOND JAMES BANK

•
By:		/s/ Alexander Sierra


Name:		Alexander Sierra


Title:		Senior Vice President


LENDER:

•
ROYAL BANK OF CANADA

•
By:		/s/ Edward McKenna


Name:		Edward McKenna


Title:		Authorized Signatory


LENDER:

•
BMO BANK N.A.

•
By:		/s/ Maria Canzoneri Rardin


Name:		Maria Canzoneri Rardin


Title:		Vice President

ANNEX A

CONFORMED CREDIT AGREEMENT

[See attached.]

CONFORMED COPY REFLECTING MODIFICATIONS MADE PURSUANT TO THAT CERTAIN ~~SECOND~~THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF ~~JANUARY 5, 2023~~JULY 21, 2025 TO WHICH THIS CONFORMED COPY IS ATTACHED AS ANNEX A.

AMENDED AND RESTATED CREDIT AGREEMENT

dated as of November 16, 2021

by and among

CITY OFFICE REIT OPERATING PARTNERSHIP, L.P.

as Borrower,

CITY OFFICE REIT, INC. AND CERTAIN OF ITS SUBSIDIARIES,

as Guarantors

KEYBANK NATIONAL ASSOCIATION,

THE OTHER LENDERS WHICH ARE PARTIES TO THIS AGREEMENT,

and

OTHER LENDERS THAT MAY BECOME PARTIES TO THIS AGREEMENT,

as Lenders

KEYBANK NATIONAL ASSOCIATION,

as Agent and Swing Loan Lender,

and

KEYBANC CAPITAL MARKETS,

as Sole Lead Arranger and Sole Book Manager

TABLE OF CONTENTS


§1.	DEFINITIONS AND RULES OF INTERPRETATION		1

	§1.1	Definitions	1
	§1.2	Rules of Interpretation	3437
	§1.3	Amendment and Restatement of the Original Credit Agreement	3538
	§1.4	Rates	3538

§2.	THE CREDIT FACILITY		3639

	§2.1	Revolving Credit Loans	3639
	§2.2	RESERVED	3740
	§2.3	Notes	3740
	§2.4	Fees	3740
	§2.5	Reduction and Termination of the Revolving Credit Commitments	3740
	§2.6	Swing Loan Commitment	3841
	§2.7	Interest on Loans	4043
	§2.8	Requests for Revolving Credit Loans	4144
	§2.9	Funds for Loans	4144
	§2.10	Use of Proceeds	4245


	§2.11	Letters of Credit	4245
	§2.12	~~Increase in Total Commitment~~[Intentionally Omitted]	4649
	§2.13	Extension of Revolving Credit Maturity Date	4851
	§2.14	Pro Rata Treatment	4952

§3.	REPAYMENT OF THE LOANS		4952

	§3.1	Stated Maturity	4952
	§3.2	Mandatory Prepayments	5052
	§3.3	Optional Prepayments	5053
	§3.4	Partial Prepayments	5053
	§3.5	Effect of Prepayments	54

§4.	CERTAIN GENERAL PROVISIONS		54

	§4.1	Conversion and Continuation Options	54
	§4.2	Fees	5155
	§4.3	[Intentionally Omitted.]	55
	§4.4	Funds for Payments	55
	§4.5	Computations	5659


	§4.6	Suspension of SOFR Loans	5659
	§4.7	Illegality	60
	§4.8	Additional Interest	5760
	§4.9	Additional Costs, Etc.	5760
	§4.10	Capital Adequacy	5861
	§4.11	Breakage Costs	5861
	§4.12	Default Interest; Late Charge	5861
	§4.13	Certificate	62
	§4.14	Limitation on Interest	5962
	§4.15	Certain Provisions Relating to Increased Costs and Non-Funding Lenders	5962
	§4.16	Permanent Inability to Determine Rate; Benchmark Replacement	6063

§5.	~~POOL PROPERTIES AND GUARANTIES~~COLLATERAL SECURITY		6164

	§5.1	Collateral	64
	§~~5.1~~5.2	Addition of Pool Properties	6164
	§~~5.2~~5.3	Release of Pool Property	6265
	§~~5.3~~5.4	Additional Subsidiary Guarantors	6366

iii


	§~~5.4~~5.5	Release of Certain Subsidiary Guarantors	6366
	§5.6	Release of Collateral	67

§6.	REPRESENTATIONS AND WARRANTIES		6467

	§6.1	Corporate Authority, Etc.	6467
	§6.2	Governmental Approvals	6568
	§6.3	Title to Pool Properties	6568
	§6.4	Financial Statements	6568
	§6.5	No Material Changes	69
	§6.6	Franchises, Patents, Copyrights, Etc.	69
	§6.7	Litigation	69
	§6.8	No Material Adverse Contracts, Etc.	6669
	§6.9	Compliance with Other Instruments, Laws, Etc.	6669
	§6.10	Tax Status	6669
	§6.11	No Event of Default	70
	§6.12	Investment Company Act; EEA Financial Institution	70
	§6.13	Absence of UCC Financing Statements, Etc.	70


§6.14	~~[Intentionally Omitted]~~Setoff, Etc.	6770
§6.15	Certain Transactions	6770
§6.16	Employee Benefit Plans	71
§6.17	Disclosure	71
§6.18	Trade Name; Place of Business	71
§6.19	Regulations T, U and X	6871
§6.20	Environmental Compliance	72
§6.21	Subsidiaries; Organizational Structure	73
§6.22	Leases	73
§6.23	Property	73
§6.24	Ground Lease	7174
§6.25	Brokers	75
§6.26	Other Debt	75
§6.27	Solvency	7275
§6.28	No Bankruptcy Filing	7275
§6.29	No Fraudulent Intent	76
§6.30	Transaction in Best Interests of Borrower; Consideration	76


	§6.31	OFAC	76
	§6.32	REIT Status	7376

§7.	AFFIRMATIVE COVENANTS		7376

	§7.1	Punctual Payment	76
	§7.2	Maintenance of Office	77
	§7.3	Records and Accounts	77
	§7.4	Financial Statements, Certificates and Information	77
	§7.5	Notices	7679
	§7.6	Existence; Maintenance of Properties	81
	§7.7	Insurance; Condemnation	81
	§7.8	Taxes; Liens	7881
	§7.9	Inspection of Pool Properties and Books	82
	§7.10	Compliance with Laws, Contracts, Licenses, and Permits	82
	§7.11	Further Assurances	7982
	§7.12	RESERVED	82
	§7.13	RESERVED	82
	§7.14	Business Operations	83


	§7.15	Registered Servicemark	83
	§7.16	Ownership of Real Estate	83
	§7.17	Distributions of Income to Borrower	83
	§7.18	Plan Assets	83
	§7.19	REIT Guarantor Covenants	83
	§7.20	Pool Properties	83
	§7.21	REIT Guarantor Status	84

§8.	NEGATIVE COVENANTS		84

	§8.1	Restrictions on Indebtedness	84
	§8.2	Restrictions on Liens, Etc.	8285
	§8.3	Restrictions on Investments	8386
	§8.4	Merger, Consolidation	88
	§8.5	Sanctions; Anti Corruption Laws	88
	§8.6	Compliance with Environmental Laws	89
	§8.7	Distributions	90
	§8.8	Asset Sales	90

vii


	§8.9	Pool Properties	8790
	§8.10	Restriction on Prepayment of Indebtedness	8891
	§8.11	Derivatives Contracts	91
	§8.12	Transactions with Affiliates	92
	§8.13	Management Fees	92
	§8.14	Changes to Organizational Documents	92

§9.	FINANCIAL COVENANTS		92

	§9.1	Maximum Leverage Ratio	92
	§9.2	Minimum Liquidity	8992
	§9.3	Minimum Fixed Charge Coverage Ratio	92
	§9.4	Minimum Tangible Net Worth	92
	§9.5	~~Maximum Secured Debt Ratio~~Intentionally Omitted	93
	§9.6	Maximum Secured Recourse Debt Ratio	93
	§9.7	Intentionally Omitted	93
	§9.8	Payout Ratio	93

viii


	§9.9	Pool Covenants	93

§10.	CLOSING CONDITIONS		94

	§10.1	Loan Documents	94
	§10.2	Certified Copies of Organizational Documents	94
	§10.3	Resolutions	94
	§10.4	Incumbency Certificate; Authorized Signers	94
	§10.5	Opinion of Counsel	9195
	§10.6	Payment of Fees	9195
	§10.7	Insurance	9195
	§10.8	Performance; No Default	9195
	§10.9	Representations and Warranties	9195
	§10.10	Proceedings and Documents	95
	§10.11	Eligible Real Estate Qualification Documents	95
	§10.12	Compliance Certificate	95
	§10.13	Consents	95
	~~§10.14~~	~~Repayment of Existing Indebtedness~~	95


§~~10.15~~10.14	Patriot Act; Anti-Money Laundering Laws	9295
§~~10.16~~10.15	Beneficial Ownership	9296
§~~10.17~~10.16	Other	9296


§11.	CONDITIONS TO ALL BORROWINGS		9296

	§11.1	Prior Conditions Satisfied	9296
	§11.2	Representations True; No Default	9296
	~~§11.3~~	~~Borrowing Documents~~	96

§12.	EVENTS OF DEFAULT; ACCELERATION; ETC.		96

	§12.1	Events of Default and Acceleration	96
	§12.2	Certain Cure Periods	9599
	§12.3	Termination of Commitments	9599
	§12.4	Remedies	9599
	§12.5	Distribution of Collateral Proceeds	96100
	§12.6	Remedies in Respect of Hedge Obligations	97101
	§12.7	Cash Collateral Account	97101

§13.	SETOFF		98102

§14.	THE AGENT		102

	§14.1	Authorization	99102
	§14.2	Employees and Agents	99103


	§14.3	No Liability	99103
	§14.4	No Representations	103
	§14.5	Payments	~~100~~104
	§14.6	Holders of Notes	104
	§14.7	Indemnity	104
	§14.8	Agent as Lender	~~101~~104
	§14.9	Resignation	~~101~~105
	§14.10	Duties in the Case of Enforcement	105
	§14.11	Bankruptcy	~~102~~106
	§14.12	Request for Agent Action	~~102~~106
	§14.13	Reliance by Agent	106
	§14.14	Approvals	~~103~~106
	§14.15	Borrower Not Beneficiary	~~103~~107
	§14.16	Defaulting Lenders	~~103~~107
	§14.17	Reliance on Hedge Provider	~~106~~109
	§14.18	Erroneous Payments	~~106~~110
	§14.19	Certain ERISA Matters	112

§15.	EXPENSES		113

§16.	INDEMNIFICATION		~~110~~114

§17.	SURVIVAL OF COVENANTS, ETC.		~~111~~114

§18.	ASSIGNMENT AND PARTICIPATION		~~111~~115


	§18.1	Conditions to Assignment by Lenders	~~111~~115
	§18.2	Register	~~112~~115
	§18.3	New Notes	~~112~~116
	§18.4	Participations	~~112~~116
	§18.5	Pledge by Lender	~~113~~117
	§18.6	No Assignment by Credit Parties	~~113~~117
	§18.7	Disclosure	~~113~~117
	§18.8	Titled Agents	~~114~~118
	§18.9	Amendments to Loan Documents	~~114~~118

§19.	NOTICES		~~114~~118

§20.	RELATIONSHIP		~~115~~119

§21.	GOVERNING LAW; CONSENT TO JURISDICTION AND SERVICE		~~115~~119

§22.	HEADINGS		~~116~~119

§23.	COUNTERPARTS		~~116~~119

§24.	ENTIRE AGREEMENT, ETC.		~~116~~119

§25.	WAIVER OF JURY TRIAL AND CERTAIN DAMAGE CLAIMS		~~116~~120

§26.	DEALINGS WITH THE BORROWER		120

§27.	CONSENTS, AMENDMENTS, WAIVERS, ETC.		~~117~~120

xii


	§27.1	Amendments Generally	~~117~~121
	§27.2	Additional Lender Consents	~~117~~121
	§27.3	Amendment of Agent’s Duties, Etc.	~~118~~121
	§27.4	Defaulting Lender Votes	~~118~~122
	§27.5	Technical Amendments	~~118~~122

§28.	SEVERABILITY		~~118~~122

§29.	TIME OF THE ESSENCE		~~119~~122

§30.	NO UNWRITTEN AGREEMENTS		~~119~~122

§31.	REPLACEMENT NOTES		~~119~~122

§32.	NO THIRD PARTIES BENEFITED		~~119~~123

§33.	PATRIOT ACT		~~119~~123

§34.	ACKNOWLEDGEMENT AND CONSENT TO BAIL-IN OF AFFECTED FINANCIAL INSTITUTIONS		~~119~~123

§35.	JOINT AND SEVERAL LIABILITY		~~120~~124

§36.	ADDITIONAL AGREEMENTS CONCERNING OBLIGATIONS OF THE CREDIT PARTIES		~~120~~124

	§36.1	Attorney-in-Fact	~~120~~124
	§36.2	Accommodation	~~120~~124

xiii


	§36.3	Waiver of Automatic or Supplemental Stay	~~120~~124
	§36.4	Waiver of Defenses	~~121~~124
	§36.5	Waiver	~~123~~126
	§36.6	Subordination	~~123~~127
	§36.7	Waiver of Rights Under Anti-Deficiency Rules	~~123~~127
	§36.8	Further Waivers	~~124~~127

§37.	ACKNOWLEDGMENT OF BENEFITS; EFFECT OF AVOIDANCE PROVISIONS		~~124~~128

§38.	ACKNOWLEDGEMENT REGARDING ANY SUPPORTED QFCs		~~126~~129

xiv

EXHIBITS AND SCHEDULES


Exhibit A-1		FORM OF REVOLVING CREDIT NOTE

Exhibit A-2		~~FORM OF TERM LOAN NOTE~~RESERVED

Exhibit B		FORM OF SWING LOAN NOTE

Exhibit C		FORM OF JOINDER AGREEMENT

Exhibit D		FORM OF REQUEST FOR REVOLVING CREDIT LOAN

Exhibit E		FORM OF LETTER OF CREDIT REQUEST

Exhibit F		FORM OF BORROWING BASE AVAILABILITY CERTIFICATE

Exhibit G		FORM OF COMPLIANCE CERTIFICATE

Exhibit H		FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT

Exhibit I		FORM OF LETTER OF CREDIT APPLICATION

Exhibit J-1 to J-4		FORMS OF TAX CERTIFICATE

Schedule 1.1		LENDERS AND COMMITMENTS

Schedule 1.4		COMPETITORS

Schedule 6.3		LIST OF ALL ENCUMBRANCES ON ASSETS

Schedule 6.5		NO MATERIAL CHANGES

Schedule 6.7		PENDING LITIGATION

Schedule 6.15		CERTAIN TRANSACTIONS

Schedule 6.20(d)		REQUIRED ENVIRONMENTAL ACTIONS

Schedule 6.21		SUBSIDIARIES

Schedule 6.22		EXCEPTIONS TO RENT ROLL

Schedule 6.23		PROPERTY

Schedule 6.26		MATERIAL LOAN AGREEMENTS

Schedule 8.8		ASSET SALES

Schedule 19		NOTICE ADDRESSES

Schedule ACA		ALLOCATED COMMITMENT AMOUNTS


Schedule ALA		CLOSING ALLOCATED LOAN AMOUNTS

Schedule PP		INITIAL POOL PROPERTIES

xvi

CONFORMED COPY REFLECTING MODIFICATIONS MADE PURSUANT TO THAT CERTAIN ~~SECOND~~THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF ~~JANUARY 5, 2023~~JULY 21, 2025 TO WHICH THIS CONFORMED COPY IS ATTACHED AS ANNEX A.

THIS AMENDED AND RESTATED CREDIT AGREEMENT AMENDS AND RESTATES THAT CERTAIN CREDIT AGREEMENT DATED MARCH 15, 2018 (AS THE SAME WAS AMENDED FROM TIME TO TIME, THE “ORIGINAL CREDIT AGREEMENT”) ENTERED INTO BY AND AMONG CITY OFFICE REIT OPERATING PARTNERSHIP, L.P., AS BORROWER, KEYBANK NATIONAL ASSOCIATION AS A LENDER AND AGENT, KEYBANK CAPITAL MARKETS, AS SOLE ~~LEAD ARRANGER~~LEAD ARRANGER AND SOLE BOOK MANAGER, AND THE VARIOUS LENDERS PARTY THERETO.

AMENDED AND RESTATED CREDIT AGREEMENT

THIS AMENDED AND RESTATED CREDIT AGREEMENT is made as of November 16, 2021, by and among CITY OFFICE REIT OPERATING PARTNERSHIP, L.P., a Maryland limited partnership (“Borrower”), CITY OFFICE REIT, INC. and certain of its Subsidiaries party hereto from time to time, as Guarantors, KEYBANK NATIONAL ASSOCIATION (“KeyBank”), the other lending institutions which are parties to this Agreement as “Lenders”, and the other lending institutions that may become parties hereto pursuant to §18, KEYBANK NATIONAL ASSOCIATION, as administrative agent for the Lenders (the “Agent”) and Swing Loan Lender, and KEYBANC CAPITAL MARKETS, as Sole Lead Arranger and Sole Book Manager.

R E C I T A L S

WHEREAS, Borrower, Agent, and Lenders entered into the Original Credit Agreement to provide a revolving ~~loan facility and term~~ loan facility to Borrower to provide funding for the acquisition of and working capital related to certain real properties, the refinancing of certain indebtedness and for general working capital purposes; and

WHEREAS, Borrower has requested that Lenders increase the commitments of the revolving loan facility, extend the revolving loan facility, and make certain other modifications to the Original Credit Agreement as set forth herein; and

WHEREAS, the Agent and the Lenders are willing to provide such revolving ~~loan facility and term~~ loan facility to Borrower on and subject to the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the recitals herein and mutual covenants and agreements contained herein, the parties hereto hereby covenant and agree that the Original Credit Agreement is hereby amended and restated in its entirety as follows:

§10.	DEFINITIONS AND RULES OF INTERPRETATION.

§10.1 Definitions. The following terms shall have the meanings set forth in this §1 or elsewhere in the provisions of this Agreement referred to below:

~~2024 Term Lender. A Lender having a 2024 Term Loan Commitment, or if such 2024 Loan Commitment has terminated, a Lender holding a 2024 Term Loan.~~

~~2024 Term Loan. A Term Loan made by a 2024 Term Lender to the Borrower pursuant to §2.1(b).~~

~~2024 Term Loan Commitment. For each 2024 Term Lender, the amount set forth for such Lender on Schedule 1.1 (as amended) as such Lender’s “2024 Term Loan Commitment”, or as set forth in the~~

~~applicable Assignment and Assumption Agreement, as the same may be increased or reduced as appropriate to reflect any assignments to or by such Lender pursuant to §18.~~

~~2024 Term Loan Maturity Date. September 27, 2024.~~

2024 Term Note. A Term Note payable to a 2024 Term Lender, or its registered assignees, in a principal amount equal to the amount of such 2024 Term Lender’s 2024 Term Loan at the time of the making or acquisition of such Loan.

SEC Form DEFA14A filed by City Office REIT Inc.