Item 1.01 Entry into a Material Definitive Agreement.

On November 23, 2022, Easterly Government Properties, Inc. (the "Company"), its operating partnership, Easterly Government Properties LP (the "Operating Partnership"), and certain subsidiaries of the Operating Partnership entered into the Second Amendment to Second Amended and Restated Credit Agreement (the "Credit Agreement Amendment") with Citibank, N.A., as administrative agent, Wells Fargo Bank, N.A. and PNC Bank, National Association, as co-syndication agents, BMO Harris Bank, N.A., Raymond James Bank, Royal Bank of Canada and Truist Bank as co-documentation agents, and Citibank, N.A., Wells Fargo Securities, LLC and PNC Capital Markets LLC, as joint lead arrangers and joint book running managers, and the other banks, financial institutions and other institutional lenders party thereto as initial lenders and initial issuing banks, which amended certain terms of the Second Amended and Restated Credit Agreement, dated as of July 23, 2021 (as amended, the "Credit Agreement").

On November 29, 2022, the Company, the Operating Partnership and certain of the Company's subsidiaries entered into a fifth amendment (the "Term Loan Amendment") to its senior unsecured term loan agreement, dated as of September 29, 2016, with PNC Bank, National Association, as administrative agent, and certain lenders party thereto from time to time (as amended, the "Term Loan Agreement").

The Credit Agreement Amendment and the Term Loan Amendment replaced the LIBOR-based floating interest rate option with a term SOFR-based floating interest rate option as a benchmark rate for borrowings denominated in U.S. dollars for all purposes under the Credit Agreement and the Term Loan Agreement, including a credit spread adjustment of 0.10%. Other than the foregoing, the material terms of the Credit Agreement and the Term Loan Agreement remain unchanged.

Certain of the banks and financial institutions that are parties to the Credit Agreement and/or the Term Loan Agreement and their respective affiliates have in the past provided, are currently providing, and in the future may continue to provide investment banking, commercial banking and other financial services to the Company and its affiliates in the ordinary course of business for which they have received and will receive customary compensation.

The foregoing description of the Credit Agreement Amendment and Term Loan Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement Amendment and Term Loan Amendment, which are filed as Exhibits 10.1 and 10.2 hereto, respectively, and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:



Exhibit Number Description
10.1             Second Amendment to Second Amended and Restated Credit Agreement,
               dated as of November 23, 2022, by and among the Company, the Operating
               Partnership, the Guarantors named therein, the Initial Lenders and
               Initial Issuing Banks named therein, and Citibank, N.A., as
               Administrative Agent, Wells Fargo Bank, N.A. and PNC Bank, National
               Association, as Co-Syndication Agents, BMO Harris Bank, N.A., Raymond
               James Bank, Royal Bank of Canada and Truist Bank, as Co-Documentation
               Agents, and Citibank, N.A., Wells Fargo Securities, LLC and PNC
               Capital Markets LLC, as Joint Lead Arrangers and Joint Book Running
               Managers
10.2             Fifth Amendment to Term Loan Agreement, dated as of November 29,
               2022, by and among the Company, the Operating Partnership, the
               Guarantors named therein, PNC Bank, National Association, as
               Administrative Agent, and U.S. Bank National Association and Truist
               Bank, as Lenders
104            Cover Page Interactive Data File (embedded within the inline XBRL
               document.)

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