FIRST AMENDMENT TO
FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BUILD-TO-CORE INDUSTRIAL PARTNERSHIP I LP
THIS FIRST AMENDMENT (this “Amendment”) to the Fourth Amended and Restated Agreement of Limited Partnership of Build-to-Core Industrial Partnership I LP, a Delaware limited partnership (the “Partnership”), in entered into as of July 15, 2020 by IPT BTC I GP LLC, a Delaware limited liability company, in its capacity as general partner of the Partnership (the “General Partner”).
W I T N E S S E T H
WHEREAS, the Partners executed and agreed to the terms set forth in that certain Fourth Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of December 30, 2016 (the “Partnership Agreement”);
WHEREAS, the General Partner is a subsidiary of IPT Real Estate Holdco LLC (“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 (“IPT”);
WHEREAS, it is proposed that IPT OpCo would sell to BCI IV Portfolio Real Estate Holdco LLC (“BCI IV HoldCo”) all of its interests in IPT Holdco, which sale would include all of the indirect interests of IPT in the Partnership (such sale, the “Interest Sale”);
WHEREAS, BCI IV HoldCo is a subsidiary of BCI IV Operating Partnership LP (“BCI IV OpCo”), which in turn is a subsidiary of Black Creek Industrial REIT IV Inc. (“BCI IV”);
WHEREAS, the Interest Sale is a permitted transfer under the terms of the Partnership Agreement;
WHEREAS, in connection with the Interest Sale, and pursuant to its authority set forth in Section 12.4(b)(i) of the Partnership Agreement to unilaterally amend the Partnership Agreement to make changes of a ministerial nature which do not materially or adversely affect the rights of the Limited Partners or the Special Limited Partner, the General Partner desires to amend the Partnership Agreement to reflect the new indirect ownership structure of the Partnership resulting from the Interest Sale; and
WHEREAS, the Executive Committee of the Partnership has consented to and approved this Amendment and authorized the General Partner to execute and adopt this Amendment.
NOW, THEREFORE, for and in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged