SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF INDUSTRIAL PROPERTY OPERATING PARTNERSHIP LP A DELAWARE LIMITED PARTNERSHIP August 14, 2015Limited Partnership Agreement • August 14th, 2015 • Industrial Property Trust Inc. • Real estate investment trusts • Delaware
This Second Amended and Restated Limited Partnership Agreement (this “Agreement”) is entered into this 14th day of August, 2015, between Industrial Property Trust Inc., a Maryland corporation (the “General Partner”) and the Limited Partners set forth on Exhibit A attached hereto. Capitalized terms used herein but not otherwise defined shall have the meanings given them in Article 1.
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 21, 2014 among INDUSTRIAL PROPERTY OPERATING PARTNERSHIP LP The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent and WELLS FARGO BANK, NATIONAL ASSOCIATION,...Credit Agreement • November 25th, 2014 • Industrial Property Trust Inc. • Real estate investment trusts • New York
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 21, 2014 among INDUSTRIAL PROPERTY OPERATING PARTNERSHIP LP, a Delaware limited partnership , the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Syndication Agent, and .KEYBANK NATIONAL ASSOCIATION, and REGIONS BANK, as Co-Documentation Agents.
AMENDED AND RESTATED ADVISORY AGREEMENT (2019) among INDUSTRIAL PROPERTY TRUST INC., INDUSTRIAL PROPERTY OPERATING PARTNERSHIP LP and INDUSTRIAL PROPERTY ADVISORS LLCAdvisory Agreement • August 9th, 2019 • Industrial Property Trust Inc. • Real estate investment trusts • Colorado
THIS AMENDED AND RESTATED ADVISORY AGREEMENT (2019), dated as of June 12, 2019 is among Industrial Property Trust Inc., a Maryland corporation (the “Corporation”), Industrial Property Operating Partnership LP, a Delaware limited partnership (the “Operating Partnership”), and Industrial Property Advisors LLC, a Delaware limited liability company.
LOGO] INDUSTRIAL PROPERTY TRUST INC. Up to $600,000,000 in Shares of Common Stock DEALER MANAGER AGREEMENTDealer Manager Agreement • July 21st, 2016 • Industrial Property Trust Inc. • Real estate investment trusts • Colorado
This Dealer Manager Agreement (the “Agreement”) is made and entered into as of [●], 2016 between Industrial Property Trust Inc., a Maryland corporation (the “Company”), Industrial Property Advisors LLC, a Delaware limited liability company (the “Advisor”), and Dividend Capital Securities LLC, a Colorado limited liability company (the “Dealer Manager”).
INDUSTRIAL PROPERTY TRUST INC. UP TO $2,000,000,000 OF COMMON STOCK SELECTED DEALER AGREEMENT January 21, 2014Dealer Agreement • January 23rd, 2014 • Industrial Property Trust Inc. • Real estate investment trusts • New York
Each of Industrial Property Trust Inc., a Maryland corporation (the “Company”), Dividend Capital Securities LLC, a Colorado limited liability company (the “Dealer Manager”), Industrial Property Advisors LLC, a Delaware limited liability company (the “Advisor”), and Industrial Property Advisors Group LLC a Delaware limited liability company (the “Sponsor”), hereby confirms its agreement with Ameriprise Financial Services, Inc., a Delaware corporation (“Ameriprise”), as follows:
LOGO] INDUSTRIAL PROPERTY TRUST INC. Up to $2,000,000,000 in Shares of Common Stock FORM OF SELECTED DEALER AGREEMENTIndustrial Property Trust Inc. • August 14th, 2015 • Real estate investment trusts • Colorado
Dividend Capital Securities LLC, as the dealer manager (the “Dealer Manager”) for Industrial Property Trust Inc. (the “Company”), a Maryland corporation that intends to qualify to be taxed as a real estate investment trust, invites you (the “Dealer”) to participate in the distribution of Class A shares (the “Class A Shares”) and Class T shares (the “Class T Shares”) of common stock, $0.01 par value per share (the Class A Shares and the Class T Shares collectively, the “Shares”) of the Company subject to the following terms:
THIRD amended and restated LIMITED PARTNERSHIP AGREEMENT OF INDUSTRIAL property OPERATING PARTNERSHIP LP A DELAWARE LIMITED PARTNERSHIP 3rd day of February, 2020Limited Partnership Agreement • February 4th, 2020 • Industrial Property Trust • Real estate investment trusts • Delaware
This Third Amended and Restated Limited Partnership Agreement (this “Agreement”) is entered into this 3rd day of February, 2020 between Industrial Property Trust, a Maryland real estate investment trust (the “General Partner”) and the Limited Partners set forth on Exhibit A attached hereto. Capitalized terms used herein but not otherwise defined shall have the meanings given them in Article 1.
MANAGEMENT AGREEMENTManagement Agreement • July 17th, 2013 • Industrial Property Trust Inc. • Real estate investment trusts • Colorado
THIS MANAGEMENT AGREEMENT (“Agreement”) is made and entered into as of the 16th day of July, 2013, by and between INDUSTRIAL PROPERTY OPERATING PARTNERSHIP LP, a Delaware limited partnership (“Owner”), and DIVIDEND CAPITAL PROPERTY MANAGEMENT LLC., a Colorado limited liability company (“Manager”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 26th, 2020 • Industrial Property Trust • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the 20th day of May, 2020 by and between Industrial Property Trust, a Maryland real estate investment trust (the “Company”), and John P. Woodberry, a director and/or officer of the Company (the “Indemnitee”).
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • July 17th, 2013 • Industrial Property Trust Inc. • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the day of , 2013 by and between Industrial Property Trust Inc., a Maryland corporation (the “Company”), and , a director and/or officer of the Company (the “Indemnitee”).
PURCHASE AND SALE AGREEMENT BY AND BETWEEN LBA/MET PARTNERS I-COMPANY III, LLC, a Delaware limited liability company AS SELLER AND IPT ACQUISITIONS LLC, a Delaware limited liability company AS PURCHASER FOR THE PROPERTY LISTED ON EXHIBIT A-1 ATTACHED...Purchase and Sale Agreement • March 10th, 2016 • Industrial Property Trust Inc. • Real estate investment trusts • California
THIS PURCHASE AND SALE AGREEMENT (the “Agreement”) is made as of the 24th day of November, 2015 (the “Effective Date”) by and between LBA/MET PARTNERS I-COMPANY III, LLC, a Delaware limited liability company (“Seller”), having an office at 3347 Michelson Drive, Suite 200, Irvine, California 92612, and IPT ACQUISITIONS LLC, a Delaware limited liability company (“Purchaser”), having an office at 518 17th Street, 17th Floor, Denver, Colorado 80202.
INDUSTRIAL PROPERTY TRUST INC. RESTRICTED STOCK AGREEMENT FOR [Insert name of Recipient]Restricted Stock Agreement • April 17th, 2015 • Industrial Property Trust Inc. • Real estate investment trusts • Maryland
AMENDED AND RESTATED ESCROW AGREEMENTEscrow Agreement • August 14th, 2013 • Industrial Property Trust Inc. • Real estate investment trusts • Colorado
THIS AMENDED AND RESTATED ESCROW AGREEMENT (this “Agreement”) made and entered into as of this 13th day of August, 2013 by and among Dividend Capital Securities LLC, a Colorado limited liability company (the “Dealer Manager”), Industrial Property Trust Inc., a Maryland corporation (the “Company”), and UMB Bank, N.A., as escrow agent, a national banking association organized and existing under the laws of the United States of America (the “Escrow Agent”), amends and restates that certain Escrow Agreement dated July 16, 2013 by and among the Dealer Manager, the Company and the Escrow Agent (the “Original Escrow Agreement”).
FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BUILD-TO-CORE INDUSTRIAL PARTNERSHIP I LPIndustrial Property Trust Inc. • March 9th, 2018 • Real estate investment trusts • Delaware
THIS FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this “Agreement”) of Build-To-Core Industrial Partnership I LP, a Delaware limited partnership (the “Partnership”) is made and entered into as of December 31, 2016, by and among: (a) IPT BTC I GP LLC, a Delaware limited liability company, as general partner (the “General Partner”), which is a subsidiary of IPT Real Estate Holdco LLC, a Delaware limited liability company (“IPT HoldCo”), which in turn is a subsidiary of Industrial Property Operating Partnership LP (“IPT OpCo”), which in turn is a subsidiary of Industrial Property Trust Inc. (“IPT”); (b) IPT BTC I LP LLC, a Delaware limited liability company, which is a subsidiary of IPT HoldCo, which in turn is a subsidiary of IPT OpCo, which in turn is a subsidiary of IPT, as a limited partner (the “IPT Limited Partner” and, together with the General Partner, collectively, the “IPT Partners”); (c) Industrial Property Advisors Sub I LLC, a Delaware limited liability compa
CREDIT AGREEMENT DATED AS OF JUNE 5, 2015 by and among BTC INTERMEDIATE HOLDCO LP, AS BORROWER, BUILD-TO-CORE INDUSTRIAL PARTNERSHIP I LP, AS PARENT JV GUARANTOR, EACH OF THE SUBSIDIARY GUARANTORS PARTY HERETO FROM TIME TO TIME, REGIONS BANK, THE...Credit Agreement • June 9th, 2015 • Industrial Property Trust Inc. • Real estate investment trusts • New York
THIS CREDIT AGREEMENT is made as of June 5, 2015, by and among BTC INTERMEDIATE HOLDCO LP, a Delaware limited partnership (the “Borrower”), BUILD-TO-CORE INDUSTRIAL PARTNERSHIP I LP, a Delaware limited partnership (the “Parent JV Guarantor”), the Subsidiary Guarantors party hereto from time to time, REGIONS BANK, an Alabama banking corporation (“Regions” or “Regions Bank”), the other lending institutions which are parties to this Agreement from time to time as “Lenders” and other lending institutions that may become parties hereto pursuant to §18, and REGIONS BANK, as administrative agent for the Lenders (the “Agent”).
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • October 16th, 2014 • Industrial Property Trust Inc. • Real estate investment trusts
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made as of September 16, 2014 (the “Effective Date”), by and between ELGIN REALTY COMPANY, LLP, a New Jersey limited liability partnership, having an address at 640 Frelinghuysen Avenue, Newark, NJ 07114 (“Seller”), and IPT ACQUISITIONS LLC, a Delaware limited liability company, having an address at 518 17th Street, 17th Floor, Denver, Colorado 80202 (“Buyer”).
INDUSTRIAL PROPERTY TRUST INC. Amended and Restated Share Redemption Program As Adopted by the Board of Directors, effective September 15, 2015Industrial Property Trust Inc. • August 14th, 2015 • Real estate investment trusts
Company – Shall mean Industrial Property Trust Inc. The Company may be referred to as “we” or “our” within the context of this document.
COST REIMBURSEMENT AGREEMENTCost Reimbursement Agreement • November 3rd, 2016 • Industrial Property Trust Inc. • Real estate investment trusts
This Cost Reimbursement Agreement (this “Agreement”) dated as of the 28th day of October, 2016 and effective as of January 1, 2017 (the “Effective Date”), by and among each of Industrial Property Trust Inc., a Maryland corporation (the “Company”), Dividend Capital Securities LLC, a Colorado limited liability company (the “Dealer Manager”), Industrial Property Advisors LLC, a Delaware limited liability company (the “Advisor”), Industrial Property Advisors Group LLC, a Delaware limited liability company (the “Sponsor”), (collectively, the “Issuer Entities”) and American Enterprise Investment Services Inc. (“AEIS”).
SALE, PURCHASE AND ESCROW AGREEMENT AMONG PEACHTREE NORTH BUSINESS PARK, LLC a Georgia limited liability company (Seller) AND IPT ACQUISITIONS LLC a Delaware limited liability company (Purchaser) AND CALLOWAY TITLE AND ESCROW, LLC (Escrow Agent)Sale, Purchase and Escrow Agreement • January 16th, 2015 • Industrial Property Trust Inc. • Real estate investment trusts • Georgia
This Agreement, dated as of December 9, 2014 (the “Effective Date”), is made by and between PEACHTREE NORTH BUSINESS PARK, LLC, a Georgia limited liability company (“Seller”), and IPT ACQUISITIONS, LLC, a Delaware limited liability company (“Purchaser”), and constitutes (i) a contract of sale and purchase between the parties and (ii) an escrow agreement among Seller, Purchaser and CALLOWAY TITLE AND ESCROW, LLC, a Georgia limited liability company (“Escrow Agent”), the consent of which appears at the end hereof.
AMENDED AND RESTATED EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENTExpense Support and Conditional Reimbursement Agreement • July 16th, 2014 • Industrial Property Trust Inc. • Real estate investment trusts • Colorado
This AMENDED AND RESTATED EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENT (the “Agreement”) is effective as of July 1, 2014 (the “Effective Date”), by and between Industrial Property Trust Inc., a Maryland corporation (the “Corporation”), Industrial Property Operating Partnership LP, a Delaware limited partnership (the “Operating Partnership”) and Industrial Property Advisors LLC, a Delaware limited liability company (the “Advisor”).
AGREEMENT AND PLAN OF MERGER AMONG PROLOGIS, L.P., ROCKIES ACQUISITION LLC, AND INDUSTRIAL PROPERTY TRUST INC. DATED AS OF JULY 15, 2019Agreement and Plan of Merger • July 16th, 2019 • Industrial Property Trust Inc. • Real estate investment trusts • Maryland
This AGREEMENT AND PLAN OF MERGER, dated as of July 15, 2019 (this "Agreement"), is by and among Prologis, L.P., a Delaware limited partnership ("Parent"), Industrial Property Trust Inc., a Maryland corporation that has elected to be treated as a real estate investment trust for federal income tax purposes ("Company"), and Rockies Acquisition LLC, a Delaware limited liability company and wholly owned subsidiary of Parent ("Merger Sub"). Each of Parent, Merger Sub and Company is sometimes referred to herein as a "Party" and collectively as the "Parties." Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in Article 1.
INTEREST PURCHASE AGREEMENT BETWEEN BCI IV PORTFOLIO REAL ESTATE HOLDCO LLC AND INDUSTRIAL PROPERTY OPERATING PARTNERSHIP LP DATED AS OF JULY 15, 2020Interest Purchase Agreement • July 21st, 2020 • Industrial Property Trust • Real estate investment trusts • Maryland
This INTEREST PURCHASE AGREEMENT, dated as of July 15, 2020 (this “Agreement”), is by and between BCI IV Portfolio Real Estate Holdco LLC (“BCI IV Holdco”), a Delaware limited liability company and an indirect subsidiary of Black Creek Industrial REIT IV Inc., a Maryland corporation (“BCI IV”), and Industrial Property Operating Partnership LP (“Company OP”), a Delaware limited partnership and a direct subsidiary of Industrial Property Trust, a Maryland real estate investment trust (the “Company). Each of BCI IV Holdco and Company OP is sometimes referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in Article 1.
INDUSTRIAL PROPERTY TRUST INC. [RESTRICTED STOCK] {STOCK GRANT} AGREEMENT* FOR Insert name of RecipientIndustrial Property Trust Inc. • April 17th, 2015 • Real estate investment trusts • Maryland
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER AMONG PROLOGIS, L.P., ROCKIES ACQUISITION LLC, AND INDUSTRIAL PROPERTY TRUST INC. DATED AS OF AUGUST 20, 2019Agreement and Plan of Merger • August 23rd, 2019 • Industrial Property Trust Inc. • Real estate investment trusts • Maryland
This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, dated as of August 20, 2019 (this "Agreement"), is by and among Prologis, L.P., a Delaware limited partnership ("Parent"), Industrial Property Trust Inc., a Maryland corporation that has elected to be treated as a real estate investment trust for federal income tax purposes ("Company"), Rockies Acquisition LLC, a Delaware limited liability company and wholly owned subsidiary of Parent ("Merger Sub"). Each of Parent, Merger Sub and Company is sometimes referred to herein as a "Party" and collectively as the "Parties." Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in Article 1.
AGREEMENTAgreement • August 9th, 2017 • Industrial Property Trust Inc. • Real estate investment trusts • Colorado
THIS AGREEMENT (this “Agreement”) is entered into this 19th day of May, 2017, by and among IPT BTC II GP LLC, a Delaware limited liability company (the “General Partner”) and Industrial Property Advisors Sub III LLC, a Delaware limited liability company (the “Advisor Sub”). The General Partner is an indirect subsidiary of Industrial Property Trust Inc., a Maryland corporation (“IPT”).
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • May 11th, 2016 • Industrial Property Trust Inc. • Real estate investment trusts • Georgia
THIS PURCHASE AND SALE AGREEMENT (the “Agreement”) is made as of April 21, 2016 (the “Effective Date”), by and between the Sellers and IPT ACQUISITIONS LLC, a Delaware limited liability company (“Purchaser”). Capitalized terms used herein shall have the meaning given to such terms in APPENDIX A attached hereto.
INDUSTRIAL PROPERTY TRUST INC. Second Amended and Restated Share Redemption Program As Adopted by the Board of Directors, effective October 31, 2016Industrial Property Trust Inc. • September 20th, 2016 • Real estate investment trusts
Company – Shall mean Industrial Property Trust Inc. The Company may be referred to as “we” or “our” within the context of this document.
ESCROW AGREEMENTEscrow Agreement • March 22nd, 2013 • Industrial Property Reit Inc. • Real estate investment trusts • Colorado
THIS ESCROW AGREEMENT (this “Agreement”) made and entered into as of this th day of , 2013 by and among Dividend Capital Securities LLC, a Colorado limited liability company (the “Dealer Manager”), Industrial Property REIT Inc., a Maryland corporation (the “Company”), and UMB Bank, N.A., as escrow agent, a national banking association organized and existing under the laws of the United States of America (the “Escrow Agent”).
SECOND AMENDED AND RESTATED AGREEMENTSecond Amended and Restated Agreement • September 20th, 2016 • Industrial Property Trust Inc. • Real estate investment trusts • Colorado
THIS SECOND AMENDED AND RESTATED AGREEMENT (this “Agreement”) is entered into this 15th day of September, 2016, by and among IPT BTC I GP LLC, a Delaware limited liability company (the “General Partner”), Industrial Property Advisors Sub I LLC, a Delaware limited liability company (the “Advisor Sub”), and, solely with respect to Section 1 and the third sentence of Section 3 hereof, Industrial Property Advisors LLC, a Delaware limited liability company (the “Advisor”). The General Partner is an indirect subsidiary of Industrial Property Trust Inc., a Maryland corporation (“IPT”).
SECOND AMENDMENT TO TERM LOAN CREDIT AGREEMENTTerm Loan Credit Agreement • August 13th, 2018 • Industrial Property Trust Inc. • Real estate investment trusts • New York
This Second Amendment to Term Loan Credit Agreement (this “Amendment”) is made as of June 20, 2018 by and among INDUSTRIAL PROPERTY OPERATING PARTNERSHIP LP, a Delaware limited partnership (the “Borrower”), the several banks, financial institutions and other entities referred to in the signature pages to this Agreement (collectively, the “Lenders”), and REGIONS BANK, not individually, but as administrative agent for the Lenders (the “Administrative Agent”).
MASTER REORGANIZATION AND TRANSACTION AGREEMENTAssignment and Assumption Agreement • October 8th, 2019 • Industrial Property Trust Inc. • Real estate investment trusts • Delaware
This Master Reorganization and Transaction Agreement (this “Agreement”), dated as of the Effective Date (as defined below), is entered into by and among (a) Industrial Property Trust, Inc., a Maryland corporation (“IPT”), (b) Industrial Property Operating Partnership LP, a Delaware limited partnership (“Operating Partnership”), (c) Industrial Property Advisors Group LLC, a Delaware limited liability company (“Sponsor”), (d) Industrial Property Advisors LLC, a Delaware limited liability company (“Advisor”) and (e) Academy Partners Ltd. Liability Company, a Colorado limited liability company (“Academy Partners”). IPT, Operating Partnership, Sponsor, Advisor and Academy Partners are each individually referred to herein as a “Party” and collectively, as the “Parties.”
SIDE AGREEMENT CONCERNING SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENTLimited Partnership Agreement • August 23rd, 2019 • Industrial Property Trust Inc. • Real estate investment trusts • Delaware
THIS SIDE AGREEMENT CONCERNING SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this "Agreement") is entered into as of August 20, 2019 by and between Industrial Property Trust Inc. a Maryland corporation (the "General Partner"), and Industrial Property Advisors Group LLC, a Delaware limited liability company (the "Special Limited Partner").
AMENDED AND RESTATED AGREEMENTAmended and Restated Agreement • April 17th, 2015 • Industrial Property Trust Inc. • Real estate investment trusts • Colorado
THIS AMENDED AND RESTATED AGREEMENT (this “Agreement”) is entered into this 10th day of April, 2015, by and between IPT BTC I GP LLC, a Delaware limited liability company (the “General Partner”) and Industrial Property Advisors LLC, a Delaware limited liability company (the “Advisor”). The General Partner is an indirect subsidiary of Industrial Property Trust Inc., a Maryland corporation (“IPT”).
PURCHASE AND SALE AGREEMENT BETWEEN PAULA BEGOUN INVESTMENTS, LLC, a Washington limited liability company as Seller and IPT ACQUISITIONS LLC, a Delaware limited liability company as Buyer Property Located At:Purchase and Sale Agreement • March 13th, 2014 • Industrial Property Trust Inc. • Real estate investment trusts
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made as of February 10, 2014 (the “Effective Date”), by and between PAULA BEGOUN INVESTMENTS, LLC, a Washington limited liability company, having an address at 1030 SW 34th Street, Suite A, Renton, Washington 98055 (“Seller”), and IPT ACQUISITIONS LLC, a Delaware limited liability company, having an address at 518 17th Street, 17th Floor, Denver, Colorado 80202 (“Buyer”).
FIRST AMENDMENT TO THE ADVISORY AGREEMENTThe Advisory Agreement • March 7th, 2014 • Industrial Property Trust Inc. • Real estate investment trusts
THIS FIRST AMENDMENT TO THE ADVISORY AGREEMENT (this “Amendment”), dated effective as of October 10, 2013, is entered into by and among Industrial Property Trust Inc., a Maryland corporation (the “Corporation”), Industrial Property Operating Partnership LP, a Delaware limited partnership (the “Operating Partnership”), and Industrial Property Advisors LLC, a Delaware limited liability company (the “Advisor”). The Corporation, the Operating Partnership and the Advisor are each a “Party” and collectively, the “Parties.” Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Advisory Agreement (as defined below).
